Nuveen Investments Equity Funds

Nuveen InvestmentsEquity Funds

PROSPECTUS NOVEMBER 29, 2004

For investors seeking long-term capital appreciation.

Nuveen NWQ International Value FundNuveen Rittenhouse Growth Fund

The Securities and Exchange Commission has not approved or disapprovedthese securities or passed upon the adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense.

NUVEEN MUTUAL FUNDS SUPPLEMENT TO PROSPECTUSES

Dated April 20, 2005 ________________________________________________________________________ Nuveen Municipal Trust Prospectus dated August 27, 2004, as supplemented December 28, 2004

Nuveen Multistate Trust IV Prospectus dated September 28, 2004, as supplemented December 28, 2004

Nuveen Multistate Trust I Prospectuses dated September 28, 2004, as supplemented December 28, 2004

Nuveen Investment Trust Prospectus dated October 29, 2004, as supplemented December 28, 2004 Prospectus dated December 7, 2004, as supplemented December 28, 2004

Nuveen Multistate Trust II Prospectuses dated June 28, 2004, as supplemented December 28, 2004

Nuveen Investment Trust II Prospectus dated November 29, 2004, as supplemented December 28, 2004

Nuveen Multistate Trust III Prospectus dated September 28, 2004, as supplemented December 28, 2004

Nuveen Investment Trust III Prospectus dated December 15, 2004, as supplemented December 28, 2004

The following paragraph is added to Section Two entitled “How We Manage Your Money” under Who Manages the Funds in the prospectus.

On March 25, 2005, Nuveen Investments and St. Paul Travelers announced that St. Paul Travelers planned to implement a three-part program to sell its equity interest in Nuveen Investments. As part of St. Paul Travelers’ previously announced three-part divestiture program, St. Paul Travelers sold 39.3 million shares of Nuveen Investments’ approximately 94 million outstanding common shares through a secondary public offering on April 12, 2005. Nuveen Investments also repurchased $600 million of its shares from St. Paul Travelers at a price of $32.98 per share, or approximately 18.2 million shares. The repurchase of these shares is being completed through two steps – a $200 million repurchase that closed on April 12, 2005, and a $400 million forward purchase (plus interest) that will settle later this year. St. Paul Travelers also entered into an agreement with two other parties to sell approximately 12 million common shares of Nuveen Investments for settlement later this year. Upon the closing of the secondary offering and the initial repurchase by Nuveen Investments as well as the closing of the forward sale transactions later this year; Nuveen Investments will emerge as a fully independent public company. The completion of the transactions for forward settlement could be deemed to be an "assignment" (as defined in the 1940 Act) of the investment management agreement between each of the Nuveen Funds and NAM and (for certain of the Funds) the investment sub-advisory agreement between NAM and each such Fund’s sub-adviser, which would result in the automatic termination of each agreement. It is anticipated that, prior to the completion of those forward sale transactions, the Board of Trustees of each Fund will consider a new ongoing investment management agreement and investment sub-advisory agreement (if applicable). If approved by the Board, the new ongoing agreements would be presented to each Fund's shareholders for approval, and would take effect upon such approval. It is anticipated that this process will be completed for at least most Funds by the end of July 2005. However, there can be no assurance that the transactions described above will be completed as contemplated, that St. Paul Travelers will sell its remaining shares in Nuveen Investments, or that necessary shareholder approvals will be obtained. There will be no change in the portfolio management of your fund or in its investment objectives or policies as a result of these transactions.

PLEASE KEEP THIS WITH YOUR FUND PROSPECTUS FOR FUTURE REFERENCE

MGN-ALL-0405D

NUVEEN MUTUAL FUNDS SUPPLEMENT TO PROSPECTUSES

Dated December 28, 2004

________________________________________________________________________ Nuveen Municipal Trust Prospectus dated August 27, 2004

Nuveen Multistate Trust IV Prospectus dated September 28, 2004

Nuveen Multistate Trust I Prospectuses dated September 28, 2004

Nuveen Investment Trust Prospectus dated October 29, 2004 Prospectus dated December 7, 2004

Nuveen Multistate Trust II Prospectuses dated June 28, 2004

Nuveen Investment Trust II Prospectus dated November 29, 2004

Nuveen Multistate Trust III Prospectus dated September 28, 2004

Nuveen Investment Trust III Prospectus dated December 15, 2004

Effective January 1, 2005, Nuveen will begin delivering its investment management services under a single name, Nuveen Asset Management (“NAM”). This change is designed to streamline delivery of services to our investment management clients, including your fund. There will be no change in who manages your fund or in its investment objectives or policies. This change will be accomplished through an internal reorganization of the investment adviser to your fund, Nuveen Advisory Corp. (“NAC”) or Nuveen Institutional Advisory Corp. (“NIAC”), into an affiliated advisory entity, NAM. Like NAC and NIAC, NAM is a wholly owned subsidiary of Nuveen Investments, Inc. At the time of the reorganization, NAM will become your fund’s investment adviser and NAC and NIAC will cease to exist.

PLEASE KEEP THIS WITH YOUR FUND PROSPECTUS FOR FUTURE REFERENCE

MGN-MF-1204D

Table of Contents

Section 1 The FundsThis section provides you with an overview of the funds,including investment objectives, portfolio holdings andhistorical performance information.

Introduction 1..................................................................................................................................................................

Nuveen NWQ International Value Fund 2..................................................................................................................................................................

Nuveen Rittenhouse Growth Fund 4..................................................................................................................................................................

Section 2 How We Manage Your MoneyThis section gives you a detailed discussion of ourinvestment and risk management strategies.

Who Manages the Funds 6..................................................................................................................................................................

What Types of Securities We Invest In 8..................................................................................................................................................................

How We Select Investments 9..................................................................................................................................................................

How NWQ Has Performed 10..................................................................................................................................................................

What the Risks Are 11..................................................................................................................................................................

How We Manage Risk 12..................................................................................................................................................................

Section 3 How You Can Buy and Sell SharesThis section provides the information you need to movemoney into or out of your account.

What Share Classes We Offer 14..................................................................................................................................................................

How to Reduce Your Sales Charge 15..................................................................................................................................................................

How to Buy Shares 17..................................................................................................................................................................

Systematic Investing 18..................................................................................................................................................................

Systematic Withdrawal 19..................................................................................................................................................................

Special Services 19..................................................................................................................................................................

How to Sell Shares 20..................................................................................................................................................................

Section 4 General InformationThis section summarizes the funds’ distribution policiesand other general fund information.

Dividends, Distributions and Taxes 23..................................................................................................................................................................

Distribution and Service Plans 24..................................................................................................................................................................

Net Asset Value 25..................................................................................................................................................................

Frequent Trading 26..................................................................................................................................................................

Fund Service Providers 26..................................................................................................................................................................

Section 5 Financial HighlightsThis section provides the funds’ financial performance. 27..................................................................................................................................................................

November 29, 2004

Section 1 The Funds

Nuveen NWQ International Value FundNuveen Rittenhouse Growth Fund

This prospectus is intended to provide important information to help youevaluate whether one of the Nuveen Equity Funds listed above may be rightfor you. Please read it carefully before investing and keep it for futurereference.

NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE

Section 1 The Funds 1

Nuveen NWQ International Value Fund

Fund Overview

Investment ObjectiveThe investment objective of the fund is to provide long-term capital appreciation.

How the Fund Pursues Its ObjectiveThe fund invests in foreign equity securities, primarilyU.S.-traded American Depositary Receipts and similarinstruments.Nuveen Institutional Advisory Corp. (“NIAC”) hasselected NWQ Investment Management Company, LLC(“NWQ”) to serve as sub-adviser to the fund. NWQseeks to identify undervalued foreign companies wherea catalyst exists—such as new management, industryconsolidation, company restructuring or a turn in thecompany’s fundamentals—to recognize value orimprove a company’s profitability. The investmentprocess seeks to add value through active managementand thorough research aimed at selecting companiesthat reflect hidden opportunities underpriced by themarket. NWQ’s disciplined, value-driven investmentstrategy is based on bottom up fundamental research,which focuses on both fundamental and qualitativevaluation measures.

What Are the Risks of Investing in the Fund?Equity Market Risk - The fund exposes you to equitymarket risk. Equity market risk is the risk that aparticular stock, the fund itself or stocks in general mayfall in value. Stocks will decline in response to suchfactors as adverse company news or industrydevelopments or a general economic decline.Foreign Risk - The fund’s investment in foreign stocksalso presents additional risk. Foreign risk is the risk thatforeign stocks will be more volatile than U.S. stocks dueto such factors as adverse economic, currency, political,social or regulatory developments in a country,including government seizure of assets, excessivetaxation, limitations on the use or transfer of assets, thelack of liquidity or regulatory controls or differing legaland/or accounting standards.Emerging Market Risk - The fund may invest incompanies located in countries with emerging markets.These markets are generally more volatile than countrieswith more mature economies.Currency Risk - Currency risk is the risk that the valueof the fund’s portfolio will be more volatile due tochanges in foreign currency exchange rates.As with any mutual fund investment, loss of money is arisk of investing.

Is This Fund Right For You?This fund may be right for you if you are seeking:

‰ to invest in foreign stocks;‰ long-term total return potential from a value-driven

equity investing strategy;‰ to meet long-term financial goals;‰ to diversify your otherwise U.S.-oriented equity

portfolio.You should not invest in this fund if you are:

‰ unwilling to accept share price fluctuation,including the possibility of sharp price declines;

‰ unwilling to accept the risks of foreign investment;‰ investing to meet short-term financial goals.

How the Fund Has Performed

NIAC has selected NWQ to manage the fund’s portfolio.The chart and table below illustrate annual fundcalendar year returns for each of the past four years aswell as average annual fund and index returns for theone-year and since inception periods ended December31, 2003. This information is intended to help you assessthe variability of fund returns (and, consequently, thepotential rewards and risks of a fund investment). Theinformation also shows how the fund’s performancecompares with the returns of a broad measure of marketperformance and an index of funds with similarinvestment objectives.

Returns before taxes do not reflect the effects of anyincome or capital gains taxes. All after-tax returns arecalculated using the historical highest individual federalmarginal income tax rates and do not reflect the impactof any state or local tax. After-tax returns are shown forClass A shares only; after-tax returns for Class B, C, andR shares will vary. Returns after taxes on distributionsreflect the taxed return on the payment of dividends andcapital gains. Returns after taxes on distributions andsale of shares assume you sold your shares at periodend, and, therefore, are also adjusted for any capitalgains or losses incurred. Returns for the market index donot include expenses, which are deducted from fundreturns, or taxes.

Your own actual after-tax returns will depend on yourspecific tax situation and may differ from what is shownhere. After-tax returns are not relevant to investors whohold fund shares in tax-deferred accounts such asindividual retirement accounts (IRAs) or employer-sponsored retirement plans.

Total Returns1

1. Effective October 7, 2002, based upon the determination of the fund’sBoard of Trustees and a shareholder vote, the fund changed its namefrom the Nuveen International Growth Fund to the Nuveen NWQInternational Value Fund. The fund’s sub-adviser and primaryinvestment strategy were also changed. The Class A year-to-datereturn on net asset value as of 9/30/04 was 10.45%.

Section 1 The Funds2

From January 1, 2000 through December 31, 2003, thefund’s highest and lowest calendar quarter returns were19.42% and �19.48%, respectively, for the quartersended 3/31/00 and 3/31/01. The bar chart and highest/lowest quarterly returns do not reflect sales charges,which would reduce returns, while the average annualreturn table does reflect sales charges. See “How NWQHas Performed” for additional performance information.The fund’s and NWQ’s past performance (before andafter taxes) is not necessarily an indication of how thefund will perform in the future.

Average Annual Total Returnsfor the Periods EndedDecember 31, 2003.............................................................

Class Returns Before Taxes 1 YearSince Inception

(12/20/99)

Class A (Offer) 36.87% �1.60%Class B 39.36% �1.50%Class C 43.51% �0.99%Class R 44.77% �0.03%

Class A (Offer) Returns:After Taxes on

Distributions 36.98% �1.58%After Taxes on

Distributions andSale of Shares 24.51% �1.30%

MSCI EAFE Index2 38.59% –5.86%Lipper Peer Group2 40.61% 1.18%

What Are the Costs of Investing?

This table describes the fees and expenses that you maypay if you buy and hold shares of the fund.

Shareholder Transaction Expenses3

Paid Directly From Your Investment

Share Class A B C R4

Maximum Sales Charge Imposedon Purchases 5.75%5 None None None.....................................................................................................................Maximum Sales Charge Imposedon Reinvested Dividends None None None None.....................................................................................................................Exchange Fees None None None None.....................................................................................................................Deferred Sales Charge6 None5 5%7 1%8 None.....................................................................................................................Redemption Fee9 2% 2% 2% 2%.....................................................................................................................

2. The MSCI EAFE Index is a free float-adjusted market capitalizationindex that is designed to measure developed market equityperformance of companies in Europe, Australasia and the Far East. Thesince inception return for the index was calculated beginning as ofDecember 31, 1999. The index returns assume reinvestment ofdividends, but do not include any brokerage commissions, salescharges or other fees. Index returns are for the applicable calendaryear period. Peer Group returns reflect the performance of the LipperInternational Multi-Cap Fund Index, an index that represents theaverage annualized returns of the 30 largest funds in the LipperInternational Multi-Cap Value Fund Category. Peer Group returnsaccount for the effect of management fees and assume reinvestment ofdividends, but do not reflect any applicable sales charges. You cannotinvest directly in an index or the Lipper Peer Group.

Annual Fund Operating Expenses

Paid From Fund Assets

Share Class A B C RManagement Fees 1.05% 1.05% 1.05% 1.05%.....................................................................................................................12b-1 Distribution and Service Fees10 .25% 1.00% 1.00% —%.....................................................................................................................Other Expenses .44% .45% .45% .44%.....................................................................................................................Total Operating Expenses11 1.74% 2.50% 2.50% 1.49%.....................................................................................................................

...........................................................................................................After Custodian Fee Credits A B C R...........................................................................................................Custodian Fee Credits —% –.01% –.01% —%...........................................................................................................Total Operating Expenses—Net 1.74% 2.49% 2.49% 1.49%...........................................................................................................

The following example is intended to help you comparethe cost of investing in the fund with the costs ofinvesting in other mutual funds. The example assumesyou invest $10,000 in the fund for the time periodindicated and then either redeem or do not redeem yourshares at the end of a period. The example assumes thatyour investment has a 5% return each year and that thefund’s total operating expenses remain the same. Youractual returns and costs may be higher or lower.

Redemption No RedemptionShare Class A B C R A B C R1 Year $ 742 $ 653 $ 253 $ 152 $ 742 $ 253 $ 253 $ 152.....................................................................................................................3 Years $1,091 $1,079 $ 779 $ 471 $1,091 $ 779 $ 779 $ 471.....................................................................................................................5 Years $1,464 $1,431 $1,331 $ 813 $1,464 $1,331 $1,331 $ 813.....................................................................................................................10 Years $2,509 $2,649 $2,836 $1,779 $2,509 $2,649 $2,836 $1,779.....................................................................................................................

3. As a percent of offering price unless otherwise noted. Authorized dealers andother firms may charge additional fees for shareholder transactions or foradvisory services. Please see their materials for details.

4. Class R shares may be purchased only under limited circumstances, or byspecified classes of investors. See “How You Can Buy and Sell Shares.”

5. Reduced Class A sales charges apply to purchases of $50,000 or more.Certain Class A purchases at net asset value of $1 million or more may besubject to a contingent deferred sales charge (“CDSC”) if redeemed within18 months of purchase. See “How You Can Buy and Sell Shares.”

6. As a percentage of the lesser of purchase price or redemption proceeds.7. Class B shares redeemed within six years of purchase are subject to a CDSC

of 5% during the first year, 4% during the second and third years, 3% duringthe fourth, 2% during the fifth, and 1% during the sixth year.

8. Class C shares redeemed within one year of purchase are subject to a 1%CDSC.

9. As a percentage of total redemption or exchange proceeds. The fundimposes a redemption fee on shares that are redeemed or exchanged within30 days of acquisition. The redemption fee may be waived in certaincircumstances. See “How to Sell Shares” for further information.

10. Long-term holders of Class B and C shares may pay more in Rule 12b-1 fees andCDSCs than the economic equivalent of the maximum front-end sales chargepermitted under the National Association of Securities Dealers Conduct Rules.

11. NIAC has voluntarily agreed to waive fees and reimburse expenses through July31, 2005 in order to prevent total operating expenses (excluding any 12b-1distribution and service fees and extraordinary expenses) from exceeding 1.50%of the average daily net assets of any class of fund shares. The expense limitationmay be modified at any time after July 31, 2005.


Nuveen Rittenhouse Growth Fund

Fund Overview

Investment Objective

The investment objective of the fund is to provide long-term growth of capital by investing in a diversifiedportfolio consisting primarily of equity securities tradedin U.S. securities markets of large capitalizationcompanies that have a history of consistent earnings anddividend growth.

How the Fund Pursues Its Objective

The fund ordinarily will invest at least 65% of its totalassets in the equity securities of blue chip companies—those large-capitalization companies with a highfinancial strength rating and a history of consistent andpredictable earnings growth. Through fundamentalanalysis, Rittenhouse seeks to invest in the 30–60companies that have a demonstrated leadership positionand offer the best mix of sustained growth opportunitiesat reasonable valuations.

What Are the Risks of Investing in the Fund?

Equity Market Risk - The fund exposes you to equitymarket risk. Equity market risk is the risk that aparticular stock, the fund itself or stocks in general mayfall in value. Stocks will decline in response to suchfactors as adverse company news or industrydevelopments or a general economic decline.

Foreign Risk - The fund’s potential investment inforeign stocks also presents additional risk. Foreign riskis the risk that foreign stocks will be more volatile thanU.S. stocks due to such factors as adverse economic,currency, political, social or regulatory developments ina country, including government seizure of assets,excessive taxation, limitations on the use or transfer ofassets, the lack of liquidity or regulatory controls ordiffering legal and/or accounting standards.

As with any mutual fund investment, loss of money is arisk of investing.

Is This Fund Right For You?

This fund may be right for you if you are seeking:

‰ a conservative growth stock fund as the core of adiversified investment plan;

‰ to build and protect wealth over time throughprudent capital management;

‰ to meet long-term financial goals.

You should not invest in this fund if you are:

‰ unwilling to accept share price fluctuation,including the possibility of sharp price declines;

‰ investing to meet short-term financial goals.

How the Fund Has Performed

NIAC has selected Rittenhouse Asset Management, Inc. tomanage the fund’s portfolio. The chart and table belowillustrate annual fund calendar year returns for each ofthe past six years as well as average annual fund andindex returns for the one-year, five-year and sinceinception periods ended December 31, 2003. Thisinformation is intended to help you assess the variabilityof fund returns (and, consequently, the potential rewardsand risks of a fund investment). The information alsoshows how the fund’s performance compares with thereturns of broad measures of market performance and anindex of funds with similar investment objectives.

Returns before taxes do not reflect the effects of anyincome or capital gains taxes. All after-tax returns arecalculated using the historical highest individual federalmarginal income tax rates and do not reflect the impact ofany state or local tax. After-tax returns are shown for ClassA shares only; after-tax returns for Class B, C, and R shareswill vary. Returns after taxes on distributions reflect thetaxed return on the payment of dividends and capitalgains. Returns after taxes on distributions and sale ofshares assume you sold your shares at period end, and,therefore, are also adjusted for any capital gains or lossesincurred. Returns for the market indices do not includeexpenses, which are deducted from fund returns, or taxes.

Your own actual after-tax returns will depend on yourspecific tax situation and may differ from what is shownhere. After-tax returns are not relevant to investors whohold fund shares in tax-deferred accounts such asindividual retirement accounts (IRAs) or employer-sponsored retirement plans.

Total Returns1

1. The Class A year-to-date return on net asset value as of 9/30/04 was�3.40%.

Section 1 The Funds4

From January 1, 1998 through December 31, 2003, thefund’s highest and lowest calendar quarter returns were21.21% and �17.60%, respectively, for the quartersending 12/31/98 and 3/31/01. The bar chart and highest/lowest quarterly returns do not reflect sales charges,which would reduce returns, while the average annualreturn table does reflect sales charges. The fund’s pastperformance (before and after taxes) is not necessarily anindication of how the fund will perform in the future.

Average Annual Total Returnsfor the Periods EndedDecember 31, 2003

...............................................

Class Returns Before Taxes 1 Year 5 Year

SinceInception(12/31/97)

Class A (Offer) 12.68% �5.47% �0.93%Class B 14.61% �5.27% �0.70%Class C 18.66% �5.07% �0.68%Class R 19.83% �4.13% 0.30%

Class A (Offer) Returns:After Taxes on

Distributions 12.68% �5.48% �0.95%After Taxes on

Distributions andSale of Shares 8.24% �4.57% �0.80%

Russell 1000 Growth Index2 29.75% �5.11% 1.08%S&P 500 Index2 28.68% �0.57% 3.78%Lipper Peer Group2 26.96% �5.53% 0.44%

What Are the Costs of Investing?

This table describes the fees and expenses that you maypay if you buy and hold shares of the fund.

Shareholder Transaction Expenses3

Paid Directly From Your Investment

Share Class A B C R4

Maximum Sales Charge Imposedon Purchases 5.75%5 None None None........................................................................................................Maximum Sales Charge Imposedon Reinvested Dividends None None None None........................................................................................................Exchange Fees None None None None........................................................................................................Deferred Sales Charge6 None5 5%7 1%8 None.....................................................................................................................

2. The Russell 1000 Growth Index measures the performance of thoseRussell 1000 companies with higher price-to-book ratios and higherforecasted growth values. The S&P 500 Index is an unmanaged indexgenerally considered representative of the U.S. stock market. The indexreturns assume reinvestment of dividends, but do not include anybrokerage commissions, sales charges, or other fees. Peer Groupreturns reflect the performance of the Lipper Large-Cap Growth FundIndex, an index that represents the average annualized returns of the 30largest funds in the Lipper Large-Cap Growth Fund Category. PeerGroup returns account for the effect of management fees and assumereinvestment of dividends, but do not reflect any applicable salescharges. You cannot invest directly in an index or the Lipper PeerGroup.

Annual Fund Operating Expenses

Paid From Fund Assets

Share Class A B C R

Management Fees .84% .84% .84% .84%.....................................................................................................................

12b-1 Distribution and Service Fees9 .25% 1.00% 1.00% —%.....................................................................................................................

Other Expenses .39% .39% .39% .39%.....................................................................................................................

Total Operating Expenses10 1.48% 2.23% 2.23% 1.23%.....................................................................................................................

The following example is intended to help you comparethe cost of investing in the fund with the costs ofinvesting in other mutual funds. The example assumesyou invest $10,000 in the fund for the time periodindicated and then either redeem or do not redeem yourshares at the end of a period. The example assumes thatyour investment has a 5% return each year and that thefund’s total operating expenses remain the same. Youractual returns and costs may be higher or lower.

Redemption No RedemptionShare Class A B C R A B C R

1 Year $ 717 $ 626 $ 226 $ 125 $ 717 $ 226 $ 226 $ 125.....................................................................................................................

3 Years $1,016 $ 997 $ 697 $ 390 $1,016 $ 697 $ 697 $ 390.....................................................................................................................

5 Years $1,336 $1,295 $1,195 $ 676 $1,336 $1,195 $1,195 $ 676.....................................................................................................................

10 Years $2,242 $2,376 $2,565 $1,489 $2,242 $2,376 $2,565 $1,489.....................................................................................................................

3. As a percent of offering price unless otherwise noted. Authorizeddealers and other firms may charge additional fees for shareholdertransactions or for advisory services. Please see their materials fordetails.

4. Class R shares may be purchased only under limited circumstances, orby specified classes of investors. See “How You Can Buy and SellShares.”

5. Reduced Class A sales charges apply to purchases of $50,000 or more.Certain Class A purchases at net asset value of $1 million or more maybe subject to a contingent deferred sales charge (“CDSC”) if redeemedwithin 18 months of purchase. See “How You Can Buy and Sell Shares.”

6. As a percentage of the lesser of purchase price or redemptionproceeds.

7. Class B shares redeemed within six years of purchase are subject to aCDSC of 5% during the first year, 4% during the second and third years,3% during the fourth, 2% during the fifth and 1% during the sixth year.

8. Class C shares redeemed within one year of purchase are subject to a1% CDSC.

9. Long-term holders of Class B and Class C shares may pay more in Rule12b-1 fees and CDSCs than the economic equivalent of the maximumfront-end sales charge permitted under the National Association ofSecurities Dealers Conduct Rules.

10. NIAC has voluntarily agreed to waive fees and reimburse expenses forthe period August 1, 2004 through July 31, 2005 in order to prevent totaloperating expenses (excluding any 12b-1 distribution and service feesand extraordinary expenses) from exceeding 1.30% of the average dailynet assets of any class of fund shares. The expense limitation may bemodified at any time after July 31, 2005. As part of the acquisition of theNuveen Innovation Fund, NIAC agreed to waive fees and reimburseexpenses in the amount of 0.05% of the average daily net assets of eachclass of fund shares during the period August 1, 2003 through July 31,2004. The Total Operating Expenses provided in the table above do notreflect this voluntary reduction of expenses.


Section 2 How We Manage Your Money

To help you better understand the funds, this section includes a detailed

discussion of our investment and risk management strategies. For a more

complete discussion of these matters, please consult the Statement of Additional

Information.

Nuveen Institutional Advisory Corp. (“NIAC”), the funds’ investment adviser,offers premier advisory and investment management services to a broad rangeof mutual fund clients. NIAC has overall responsibility for management of thefunds. NIAC oversees the management of the funds’ portfolios, manages thefunds’ business affairs and provides certain clerical, bookkeeping and otheradministrative services. NIAC is located at 333 West Wacker Drive, Chicago,Illinois 60606.

NIAC is a wholly-owned subsidiary of Nuveen Investments, Inc. Founded in1898, Nuveen Investments Inc., and its affiliates had over $100 billion in assetsunder management as of September 30, 2004. Nuveen Investments, Inc. is apublicly-traded company and majority-owned subsidiary of The St. PaulTravelers Companies, Inc. (“St. Paul Travelers”), a publicly-traded companythat is principally engaged in providing property-liability insurance throughsubsidiaries.

NIAC has selected NWQ Investment Management Company, LLC (“NWQ”),2049 Century Park East, 4th Floor, Los Angeles, California 90067, an affiliate ofNIAC, as sub-adviser to manage the investment portfolio of the NWQInternational Value Fund. NWQ manages and supervises the investment of theNWQ International Value Fund’s assets on a discretionary basis, subject to thesupervision of NIAC. Nuveen Investments, Inc. purchased NWQ on August 1,2002. NWQ is organized as a member-managed limited liability company, withNuveen Investments, Inc., as its sole managing member.

NWQ formerly was an affiliate of Old Mutual (US) Holdings Inc. (and wasacquired from its previous parent United Asset Management Corporation).NWQ has provided investment management services to institutions and highnet worth individuals since 1982. NWQ managed $23.8 billion in assets as ofSeptember 30, 2004. Paul J. Hechmer, Vice President and InternationalPortfolio Manager of NWQ since March 2001, is the portfolio manager of thefund and has held such position since October 7, 2002. From August 1998through March 2001, Mr. Hechmer served as Portfolio Manager and SeniorEquity Analyst for Palley-Needelman’s International Value Portfolios.

NIAC has selected Rittenhouse Asset Management, Inc. (“Rittenhouse”), FiveRadnor Corporate Center, Radnor, PA 19087-9570, as subadviser to manage theinvestment portfolio of the Rittenhouse Growth Fund. Rittenhouse, a whollyowned subsidiary of Nuveen Investments, Inc., is an institutional investmentmanagement firm with over 20 years of experience and approximately $9.8billion in assets under management as of September 30, 2004. Rittenhouse’sinvestment management strategy and portfolio purchase and saledeterminations are set through a team approach, with all of its investmentprofessionals contributing.

Section 2 How We Manage Your Money6

The investment team meets regularly to review pertinent information frominternal and external sources and make decisions regarding all Rittenhouseinvestment positions. The activities of the investment team are overseen by aninvestment oversight group at NIAC, which regularly reviews the investmentstrategy, market sectors, and individual security holdings of the funds.

For the most recent fiscal year, the funds paid NIAC the following managementfees (net of expense reimbursements) as a percentage of average net assets,where applicable:....................................................................................................................................................................................

NWQ International Value Fund 1.05%....................................................................................................................................................................................

Rittenhouse Growth Fund .79%....................................................................................................................................................................................

As approved by the Board of Trustees, a complex-wide fee schedule for allU.S. funds managed by NIAC and its affiliates went into effect on August 1,2004. The new management fee schedule for each fund is composed of twocomponents—a fund-level component, based only on the amount of assetswithin each individual fund, and a complex-level component, based on theaggregate amount of all fund assets managed by NIAC and its affiliates.

The annual fund-level fee, payable monthly, for each of the funds is basedupon the average daily net assets of each fund as follows:

Average Daily Net Assets

NWQInternationalValue Fund

RittenhouseGrowth Fund

For the first $125 million .8500% .6500%....................................................................................................................................................................................

For the next $125 million .8375% .6375%....................................................................................................................................................................................



For the next $1 billion .8000% .6000%....................................................................................................................................................................................

For net assets over $2 billion .7750% .5750%....................................................................................................................................................................................

The complex-level component is the same for each fund and begins at amaximum rate of 0.20% of each fund’s net assets, based upon complex-levelassets of $55 billion with breakpoints for assets above that level. (Therefore,the maximum management fee rate for any Nuveen fund is the fund-levelcomponent at the relevant breakpoint plus 0.20%.) As of October 31, 2004,complex-level assets were approximately $62.7 billion and the effectivecomplex-level component for each Nuveen fund was 0.193% of fund netassets.

The implementation of this complex-wide fee schedule resulted in a marginalimmediate decrease in the rate at which management fees are paid by thefunds. If assets in the Nuveen fund complex grow, the management fee ratesto be paid by the funds would decrease further. Under no circumstances willthe complex-wide fee schedule result in an increase in the rate at whichmanagement fees would be paid by the funds if the complex-wide feeschedule were not implemented. See the Statement of Additional Informationfor details.

Information regarding the Board of Trustees’ approval of investment advisorycontracts is currently available in the Statement of Additional Information.However, on or about September 30, 2005, as required by applicableregulations, such information will be available in the funds’ annual reportdated July 31, 2005.

Section 2 How We Manage Your Money 7

Each fund’s investment objective may not be changed without shareholderapproval. The funds’ investment policies may be changed by the Board ofTrustees without shareholder approval unless otherwise noted in thisprospectus or the Statement of Additional Information.

Equity Securities

Each fund invests in equity securities. Eligible equity securities includecommon stocks; preferred stocks; warrants to purchase common stocks orpreferred stocks; securities convertible into common or preferred stocks, suchas convertible bonds and debentures and other securities with equitycharacteristics. For the NWQ International Value Fund, any convertible bondsand debentures must be rated investment grade (one of the four highestratings by Moody’s Investors Service, Standard & Poor’s, or Fitch Ratings) whenpurchased. For the Rittenhouse Growth Fund, convertible bonds anddebentures must be rated A or better by Moody’s Investors Service, Standard &Poor’s, or Fitch Ratings when purchased.

Foreign Investments

The NWQ International Value Fund primarily invests in a variety of foreignequity securities, denominated in U.S. dollars, of companies domiciled incountries other than the United States. The NWQ International Value Fund mayinvest in foreign securities either directly or indirectly through AmericanDepositary Receipts (“ADRs”) and other types of depositary receipts. ADRs arecertificates issued by a U.S. bank that represent a bank’s holdings of a statednumber of shares of a foreign company. An ADR is typically bought and soldin the same manner as U.S. securities (although investors can also purchase theforeign securities overseas and convert them to ADRs, and likewise canconvert an ADR to its underlying foreign security and sell it overseas) and ispriced in U.S. dollars. ADRs carry most of the risks of investing directly inforeign equity securities. Although the fund will concentrate its investments indeveloped countries, it may invest up to 20% of its assets in companies locatedin emerging markets.

The Rittenhouse Growth Fund may invest in equity securities of foreign issuerstraded in U.S. security markets or in ADRs or other instruments denominated inU.S. dollars (limited to 15% of net assets).

All foreign investments involve certain risks in addition to those associatedwith U.S. investments (see “What the Risks Are—Foreign investment risk”).

Short-Term Investments

The funds may invest in short-term investments, including U.S. governmentsecurities, quality commercial paper or similar fixed-income securities withremaining maturities of one year or less. For more information on eligibleshort-term investments, see the Statement of Additional Information.

Delayed Delivery Transactions

The funds may buy or sell securities on a when-issued or delayed-deliverybasis, paying for or taking delivery of the securities at a later date, normallywithin 15 to 45 days of the trade. These transactions involve an element of riskbecause the value of the security to be purchased may decline to a level belowits purchase price before the settlement date.


NWQ International Value Fund

NWQ adheres to a disciplined, value-driven investment strategy with an aim toprovide long-term capital appreciation. NWQ emphasizes quality securitiescarefully chosen through in-depth research and follows those securities closelyover time to assess whether they continue to meet its purchase rationale.

Value Investing

NWQ selects stocks for the NWQ International Value Fund through bottom upfundamental research focusing on both fundamental and qualitative valuationmeasures. NWQ looks for undervalued companies where a catalyst exists torecognize value or improve a company’s profitability. A catalyst may include amanagement change, industry consolidation, a company restructuring or a turnin a company’s fundamentals. The investment process seeks to add valuethrough active management and thorough research aimed at selectingcompanies that reflect hidden opportunities underpriced by the market. NWQ’ssell discipline generally focuses on valuation. That is, a security will be soldwhen its price is no longer attractive versus its intrinsic value. This may occurthrough price appreciation or if fundamentals deteriorate to an extent that theexisting stock price is no longer justified. Stocks will also from time to time besold if it is determined that a more attractive investment opportunity is available.

Value companies may have experienced adverse business developments ormay be subject to special risks that cause their securities to be out of favor,may never reach what NWQ believes are their full value or may go down inprice. NWQ maintains a long-term investment approach and a focus onsecurities it believes can appreciate over an extended time, regardless ofinterim fluctuations.

Rittenhouse Growth Fund

The Rittenhouse Growth Fund will ordinarily invest at least 65% of its totalassets in the equity securities of blue chip companies. Blue chip companies aregenerally characterized by their substantial capitalization, established history ofearnings and dividends, ready access to credit, industry leadership position andsuperior management structure.

Growth Investing

From the universe of all stocks traded in the U.S. securities markets,Rittenhouse first identifies companies with an aggregate market capitalizationof at least $5 billion under current market conditions. Also, it then selectscompanies that meet at least one of the following criteria 1) earnings qualityrating of A or better by Standard & Poor’s; 2) financial strength rating of A orbetter from Value Line; or 3) companies identified by the Rittenhouse qualitymodel, a proprietary multi-factor model designed to identify high qualitycompanies. Then Rittenhouse selects industries with the most attractivepotential based upon its evaluation of current market conditions and long-termindustry growth trends. Through fundamental analysis, Rittenhouse seeks toinvest in the 30-60 stocks within these industries that have a demonstratedleadership position and offer the best mix of sustained growth opportunities atreasonable valuations.

Certain of the Rittenhouse Growth Fund’s investment policies may result inreduced taxable distributions and enhanced after-tax returns. Because it tendsto invest in stocks with lower dividend yields, the fund expects to distributelittle, if any, taxable dividend income. The fund anticipates significantlyreducing realized short-term and long-term capital gains as a result of its lowportfolio turnover rate and generally long investment holding periods. When


selling portfolio securities, Rittenhouse will generally seek to minimize thegains realized by the fund by taking into account the tax implicationsassociated with selling specific securities.

Portfolio Turnover

A fund buys and sells portfolio securities in the normal course of its investmentactivities. The proportion of a fund’s investment portfolio that is sold andreplaced during a year is known as the fund’s portfolio turnover rate. TheNWQ International Value Fund expects its annual portfolio turnover rate to bebetween 25% and 45%. The Rittenhouse Growth Fund expects its annualportfolio turnover to be between 20% and 50% under normal marketconditions. A turnover rate of 100% would occur, for example, if a fund soldand replaced securities valued at 100% of its net assets within one year.Turnover may be higher in certain years.

The chart and table below illustrate the historical performance of NWQ’sinvestment strategy for the NWQ International Value Fund. The chart and tablepresent the historical performance of NWQ’s International Value Equity (ADR)Composite, which represents all its substantially similar managed separateaccounts (totalling $419 million as of September 30, 2004) that havesubstantially the same investment objectives, strategies and policies as theNWQ International Value Fund.

Of course, past performance is no indication of future results, and the chartand table represent performance of managed accounts and not theperformance of the NWQ International Value Fund.

NWQ’s International Value Equity (ADR) Composite

Prior Performance of Similar Accounts

Growth of a $10,000 Investment 1/1/99—9/30/04

NWQ’s International Value Equity (ADR) Composite Returns

Average Annual Total Returns (as of 9/30/04)............................................................................................Since Composite

1-Year 5-Year Inception (1/1/99)

On Offer (reflecting sales charges) 17.77% 9.88% 10.64%...........................................................................................................................................................................................................................................................................................Lipper International Multi-Cap Value Fund Index 22.23% 3.86% 5.29%...........................................................................................................................................................................................................................................................................................MSCI EAFE Index 22.08% –.85% .68%...........................................................................................................................................................................................................................................................................................

As of September 30, 2004, NWQ’s International Value Equity (ADR) Composite included 1891 managed separate accounts totaling $419 million. The managedaccounts reflected above are not subject to all of the same investment restrictions, investment inflows and outflows, and distribution requirements as the NWQ


International Value Fund, which affect fund performance. The managed accounts are not subject to the diversification requirements and other restrictionsimposed by the Investment Company Act of 1940 and the Internal Revenue Code of 1986, which, if applicable, may have adversely affected performance. Weassumed that an investor paid a maximum Class A sales charge of 5.75%, and we deducted from NWQ’s International Value Equity (ADR) Composite’s gross-of-fee returns the Class A gross operating expenses of 1.74% for the fund’s most recent fiscal year. The chart would be different for a Class B, C or R investmentbecause of their different sales charges and operating expenses. If actual fees and expenses for the NWQ International Value Fund are higher than those usedabove, the actual returns would be lower. The Composite’s inception date is January 1, 1999. Composite performance was provided by NWQ and wascalculated in accordance with the standard average annual total return method prescribed by SEC rules. Performance of the International Value Equity (ADR)Composite prior to March 19, 2001 occurred while the fund’s portfolio manager was affiliated with a prior firm and the portfolio manager was the sole individualresponsible for selecting the securities to buy and sell. The results prior to 3/19/01 should not be interpreted as the historical performance of NWQ InvestmentManagement Company, LLC or its predecessor. The prior firm performance is based on 9 accounts with assets of approximately $1.4 million as of 2/28/01. TheComposite had 8 accounts with $1.2 million in assets as of year ending 2000 and 3 accounts with $0.7 million in assets as of year ending 1999. The MSCI EAFEIndex is a free float-adjusted market capitalization index that is designed to measure developed market equity performance of companies in Europe,Australasia and the Far East. The Lipper International Fund Index is a managed index that represents the average annualized returns of the 30 largest funds inthe Lipper International Fund category. Index returns assume reinvestment of all dividends but do not include any brokerage commissions, sales charges orother fees. This chart does not represent past or future performance of the NWQ International Value Fund.

Risk is inherent in all investing. Investing in a mutual fund—even the mostconservative—involves risk, including the risk that you may receive little or noreturn on your investment or even that you may lose part or all of yourinvestment. In addition, the funds’ investment style may not be successful inrealizing the funds’ investment objectives. Therefore, before investing youshould consider carefully the following risks that you assume when you investin these funds. Because of these and other risks, you should consider aninvestment in these funds to be a long-term investment.

Equity market risk: As mutual funds investing all or a portion of their assets instocks, the funds are subject to equity market risk. Equity market risk is the riskthat a particular stock, a fund, an industry, or stocks in general may fall in value.The value of your investment in a fund will go up and down with the prices ofthe securities in which the fund invests. The prices of stocks change in responseto many factors, including the historical and prospective earnings of the issuer,the value of its assets, management decisions, decreased demand for an issuer’sproducts or services, increased production costs, general economic conditions,interest rates, currency exchange rates, investor perceptions and market liquidity.

Foreign investment risk: The NWQ International Value Fund may invest up to100% of its assets in securities of foreign issuers, and the Rittenhouse GrowthFund may invest up to 15% of its assets in such securities. Equity securities offoreign issuers present risks beyond those of domestic securities. The prices offoreign securities can be more volatile than U.S. stocks due to such factors aspolitical, social and economic developments abroad, the differences betweenthe regulations to which U.S. and foreign issuers and markets are subject, theseizure by the government of company assets, excessive taxation, withholdingtaxes on dividends and interest, limitations on the use or transfer of portfolioassets, and political or social instability. Other risks include the following:

‰ Enforcing legal rights may be difficult, costly and slow in foreign countries,and there may be special problems enforcing claims against foreigngovernments.

‰ Foreign companies may not be subject to accounting standards orgovernmental supervision comparable to U.S. companies, and there maybe less public information about their operations.

‰ Foreign markets may be less liquid and more volatile than U.S. markets.

‰ Foreign securities often trade in currencies other than the U.S. dollar.Changes in currency exchange rates may affect a fund’s net asset value,the value of dividends and interest earned, and gains and losses realizedon the sale of securities (“currency risk”). An increase in the strength ofthe U.S. dollar relative to these other currencies may cause the value of a


fund to decline. Certain foreign currencies may be particularly volatile, andforeign governments may intervene in the currency markets, causing adecline in value or liquidity in a fund’s holdings whose value is tied to theaffected foreign currency.

Emerging Markets Risk: The NWQ International Value Fund may invest aportion of its assets in companies located in emerging market countries.Emerging markets are generally defined as countries in the initial stages oftheir industrialization cycles with low per capita income. The markets ofemerging markets countries are generally more volatile than the markets ofdeveloped countries with more mature economies. All of the risks of investingin foreign securities described above are heightened by investing in emergingmarkets countries.

Although the following risk factors are not principal risks, they may still affectyour investment in a fund:

Inflation risk: Like all mutual funds, the funds are subject to inflation risk.Inflation risk is the risk that the value of assets or income from investmentswill be less in the future as inflation decreases the value of money. As inflationincreases, the value of a fund’s assets can decline as can the value of a fund’sdistributions.

Correlation risk: The U.S. and foreign equity markets often rise and fall atdifferent times or by different amounts due to economic or otherdevelopments particular to a given country or region. This phenomenon wouldtend to lower the overall price volatility of a portfolio that included both U.S.and foreign stocks. Sometimes, however, global trends will cause the U.S. andforeign markets to move in the same direction, reducing or eliminating the riskreduction benefit of international investing.

A variety of risk management strategies are utilized to help protect your capitalduring periods of market uncertainty or weakness. These strategies includebroad portfolio diversification and investment limitations, and may includehedging. While these strategies are utilized to control or reduce risk, there isno assurance that they will succeed.

Investment Limitations

Each fund has adopted certain investment limitations (based on a percentageof total assets) that cannot be changed without shareholder approval and thatare designed to limit your investment risk and maintain portfoliodiversification. Each fund may not have more than:

‰ 5% in securities of any one issuer, or 10% of the voting securities of thatissuer (except for U.S. government securities or for 25% of the fund’s totalassets);

‰ 25% in any one industry (except U.S. government securities).

Please see the Statement of Additional Information for a more detaileddiscussion of investment limitations.

A Focus on Blue Chips (Rittenhouse Growth Fund)

The Rittenhouse Growth Fund invests primarily in equity securities of bluechip companies. Blue chip companies are generally characterized by theirsubstantial capitalization, established history of earnings and dividends, readyaccess to credit, industry leadership position and superior managementstructure. As a result, blue chip companies have historically exhibited less riskand price volatility than companies lacking these high quality characteristics. In


addition, the large market of publicly held shares for these companies andsubstantial trading volume create a high degree of liquidity for their stocks.

Hedging and Other Defensive Investment Strategies

Each fund may invest up to 100% of its assets in cash, cash equivalents andshort-term investments as a temporary defensive measure in response toadverse market conditions, or to keep cash on hand fully invested. Duringthese periods, the funds may not achieve their investment objectives.

Although these are not principal investment strategies, we may use variousinvestment techniques designed to hedge against changes in the values ofsecurities a fund owns or expects to purchase, to limit the risk of pricefluctuations and to preserve capital.

These hedging strategies include using derivatives, such as financial futurescontracts, options on financial futures, or stock index options. To protectagainst foreign currency exchange rate risk, the NWQ International Value Fundmay enter into foreign currency hedging transactions, including forwardcurrency exchange contracts, foreign currency futures contracts and options onforeign currency futures contracts. These funds may also buy or sell foreigncurrencies. These strategies may reduce fund returns and will benefit a fundlargely to the extent we are able to use them successfully. However, a fundcould lose money on futures transactions or an option can expire worthless.


Section 3 How You Can Buy and Sell Shares

We offer four classes of fund shares, each with a different combination of sales

charges, fees, eligibility requirements and other features. Your financial advisor

can help you determine which class is best for you. We offer a number of

features for your convenience. Please see the Statement of Additional

Information for further details.

Class A Shares

You can buy Class A shares at the offering price, which is the net asset valueper share plus an up-front sales charge. You may qualify for a reduced salescharge, or the sales charge may be waived, as described in “How to ReduceYour Sales Charge.” Class A shares are also subject to an annual service fee of.25% of your fund’s average daily net assets that compensates your financialadvisor for providing ongoing service to you. Nuveen Investments, LLC(“Nuveen”), a wholly-owned subsidiary of Nuveen Investments, Inc. and thedistributor of the funds, retains the up-front sales charge and the service fee onaccounts with no authorized dealer of record. The up-front Class A salescharge for the funds is as follows:

Amount of PurchaseSales Charge as % ofPublic Offering Price

Sales Charge as % ofNet Amount Invested

Authorized DealerCommission as % ofPublic Offering Price

Less than $50,000 5.75% 6.10% 5.00%..................................................................................................................................................................................

$50,000 but less than $100,000 4.50% 4.71% 4.00%..................................................................................................................................................................................

$100,000 but less than $250,000 3.75% 3.90% 3.25%..................................................................................................................................................................................

$250,000 but less than $500,000 2.75% 2.83% 2.50%..................................................................................................................................................................................

$500,000 but less than $1,000,000 2.00% 2.04% 1.75%..................................................................................................................................................................................

$1,000,000 and over —1 — —1..................................................................................................................................................................................1 You can buy $1 million or more of Class A shares at net asset value without an up-front sales charge.

Nuveen pays authorized dealers a commission equal to 1% of the first $2.5 million, plus 0.50% of the next$2.5 million, plus 0.25% of any amount over $5 million. Unless the authorized dealer waived thecommission, you may be assessed a contingent deferred sales charge (“CDSC”) of 1% if you redeem anyof your shares within 18 months of purchase. The CDSC is calculated on the lower of your purchase priceor your redemption proceeds. You do not pay a CDSC on any Class A shares you purchase by reinvestingdividends.

Class B Shares

You can buy Class B shares at the offering price, which is the net asset value pershare without any up-front sales charge so that the full amount of your purchaseis invested in the fund. However, you will pay annual distribution and service feesof 1% of your fund’s average daily net assets. The annual .25% service feecompensates your financial advisor for providing ongoing service to you. Theannual .75% distribution fee compensates Nuveen for paying your financialadvisor a 4% up-front sales commission, which includes an advance of the firstyear’s service fee. Nuveen retains the service and distribution fees on accountswith no authorized dealer of record. If you redeem your shares within six years ofpurchase, you will normally pay a CDSC as shown in the schedule below. TheCDSC is based on your purchase or redemption price, whichever is lower. You donot pay a CDSC on any Class B shares you purchase by reinvesting dividends.

Section 3 How You Can Buy and Sell Shares14

Class B shares automatically convert to Class A shares eight years after you buythem so that the distribution fees you pay over the life of your investment arelimited. You will continue to pay an annual service fee on any convertedClass B shares.

Years Since Purchase 0-1 1-2 2-3 3-4 4-5 5-6 Over 6

CDSC 5% 4% 4% 3% 2% 1% None...................................................................................................................................................................................

The funds have established a limit to the amount of Class B shares that may bepurchased by an individual investor at any one time. See the Statement ofAdditional Information for more information.

Class C Shares

You can buy Class C shares at the offering price, which is the net asset valueper share without any up-front sales charge so that the full amount of yourpurchase is invested in the fund. However, you will pay annual distributionand service fees of 1% of your fund’s average daily net assets. The annual .25%service fee compensates your financial advisor for providing ongoing service toyou. The annual .75% distribution fee compensates Nuveen for paying yourfinancial advisor an ongoing sales commission. Nuveen advances the firstyear’s service and distribution fees. Nuveen retains the service and distributionfees on accounts with no authorized dealer of record. If you sell your shareswithin 12 months of purchase, you will normally pay a 1% CDSC based onyour purchase or sale price, whichever is lower. You do not pay a CDSC onany Class C shares you purchase by reinvesting dividends.

The funds have established a limit to the amount of Class C shares that may bepurchased by an individual investor at any one time. See the Statement ofAdditional Information for more information.

Class R Shares

You may purchase Class R shares only under limited circumstances, at theoffering price, which is the net asset value on the day of purchase. In order toqualify, you must be eligible under one of the programs described in “How toReduce Your Sales Charge” (below) or meet certain other purchase size criteria.Class R shares are not subject to sales charges or ongoing service or distributionfees. Class R shares have lower ongoing expenses than the other classes.

We offer a number of ways to reduce or eliminate the up-front sales charge onClass A shares or to qualify to purchase Class R shares.

Class A Sales Charge Reductions

‰ Rights of Accumulation. In calculating the appropriate sales charge on apurchase of Class A shares of any fund, you may be able to add theamount of your purchase to the value that day of all of your priorpurchases of any Nuveen Mutual Fund on which an up-front sales chargeor ongoing distribution fee is imposed or is normally imposed.

‰ Letter of Intent. Subject to certain requirements, you may purchase Class Ashares of any fund at the sales charge rate applicable to the total amountof the purchases you intend to make over a 13-month period.

‰ Group Purchase. If you are a member of a qualified group, you maypurchase Class A shares of any Nuveen Mutual Fund at the reduced salescharge applicable to the group’s aggregate purchases.

Section 3 How You Can Buy and Sell Shares 15

For purposes of calculating the appropriate sales charge as described underRights of Accumulation and Letter of Intent above, you may include purchasesby (i) you, (ii) your spouse (or equivalent if recognized under local law) andchildren under 21 years of age; (iii) a corporation, partnership or soleproprietorship that is 100% owned by any of the persons in (i) or (ii). Inaddition, a trustee or other fiduciary can count all shares purchased for a singletrust, estate or other single fiduciary account that has multiple accounts(including one or more employee benefit plans of the same employer).

Class A Sales Charge Waivers

Class A shares of a fund may be purchased at net asset value without a salescharge as follows:

‰ Purchases of $1,000,000 or more. You can buy $1 million or more ofClass A shares at net asset value.

‰ Reinvestment of Nuveen Defined Portfolio and Nuveen Mutual FundDistributions. You may purchase Class A shares at net asset value withmonies representing the reinvestment of distributions from Nuveen MutualFunds and Nuveen Defined Portfolios.

‰ Eligible Employee-Sponsored Qualified Defined Contribution RetirementPlans. Certain eligible plans may purchase Class A shares at net assetvalue. Eligible plans are those with at least 25 employees that either makean initial purchase of $500,000 of shares of Nuveen Mutual Funds orexecute a Letter of Intent to do so.

‰ Certain Employees and Affiliates of Nuveen. Officers, trustees, and formertrustees of the Nuveen Funds, as well as bona fide full-time and retiredemployees of Nuveen, any parent company of Nuveen, and subsidiariesthereof, and such employees’ immediate family members (as defined inthe Statement of Additional Information), may purchase Class A shares atnet asset value.

‰ Authorized Dealer Personnel. Any person who, for at least 90 days, hasbeen an officer, director, or bona fide employee of any authorized dealeror any such person’s immediate family member, may purchase Class Ashares at net asset value.

‰ Certain Trust Departments. Bank or broker-affiliated trust departmentsinvesting funds over which they exercise exclusive discretionaryinvestment authority and that are held in a fiduciary, agency, advisory,custodial, or similar capacity may purchase Class A shares at net assetvalue.

‰ Additional Categories of Investors. The following investors may purchaseClass A shares at net asset value: (1) investors purchasing on a periodicfee, asset-based fee, or no transaction fee basis through a broker-dealersponsored mutual fund purchase program; and (2) clients of investmentadvisers, financial planners, or other financial intermediaries that chargeperiodic or asset-based fees for their services.

‰ Reinvestment of Redemption Proceeds. You may purchase Class A shares atnet asset value when reinvesting certain redemption proceeds ofunaffiliated funds subject to liquidation or merger.

Class R Eligibility

Class R shares are available for (i) purchases of $10 million or more, (ii)purchases using dividends and capital gains distributions on Class R shares,and (iii) purchase by the following categories of investors:

‰ Certain Trustees, Directors, Employees, and Affiliates of Nuveen.


‰ Certain Authorized Dealer Personnel.

‰ Certain Bank or Broker-Affiliated Trust Departments.

‰ Certain Additional Categories of Investors, including qualifying clients ofinvestment advisers, financial planners, or other financial intermediariesthat charge periodic or asset-based fees for their services.

Please refer to the Statement of Additional Information for more informationabout Class A and Class R shares including more detailed program descriptionsand eligibility requirements. The Statement of Additional Information is availablefree of charge by calling (800) 257-8787 or by visiting Nuveen’s Website atwww.nuveen.com/mutual_funds/mf web/mutual_fund_e_reports.asp, whereyou will also find the information included in this prospectus.

Additional information is also available from your financial advisor, who canalso help you prepare any necessary application forms. In order to obtain abreakpoint discount, it may be necessary at the time of purchase for you toinform the funds or your financial advisor of the existence of other accounts inwhich there are holdings eligible to be aggregated to meet sales loadbreakpoints. You may need to provide the funds or your financial advisorinformation or records, such as account statements, in order to verify youreligibility for a breakpoint discount. This may include account statements offamily members and information regarding Nuveen Fund shares held inaccounts with other financial advisors. You or your financial advisor mustnotify Nuveen at the time of each purchase if you are eligible for any of theseprograms. The funds may modify or discontinue these programs at any time.

Fund shares may be purchased on any business day, which is any day theNew York Stock Exchange (the “NYSE”) is open for business. Generally, theNYSE is closed on weekends and national holidays. The share price you paydepends on when Nuveen receives your order. Orders received before the closeof trading on a business day (normally 4 p.m. New York time) will receive thatday’s closing share price; otherwise, you will receive the next business day’sprice.

Through a Financial Advisor

You may buy shares through your financial advisor, who can handle all thedetails for you, including opening a new account. Financial advisors can alsohelp you review your financial needs and formulate long-term investmentgoals and objectives. In addition, financial advisors generally can help youdevelop a customized financial plan, select investments and monitor andreview your portfolio on an ongoing basis to help assure your investmentscontinue to meet your needs as circumstances change. Financial advisors(including brokers or agents) are paid for providing ongoing investment adviceand services, either from fund sales charges and fees or by charging you aseparate fee in lieu of a sales charge. If you do not have a financial advisor,call (800) 257-8787 and Nuveen can refer you to one in your area.

Financial advisors or their dealer firms may charge their customers aprocessing or service fee in connection with the purchase or redemption offund shares. The amount and applicability of such a fee is determined anddisclosed to its customers by each individual dealer. Processing or service feestypically are fixed, nominal dollar amounts and are in addition to the sales andother charges described in this prospectus and the Statement of AdditionalInformation. Your dealer will provide you with specific information about anyprocessing or service fees you will be charged.


By Mail

You may open an account and buy shares by mail by completing the enclosedapplication and mailing it along with your check to: Nuveen Investor Services,P.O. Box 8530, Boston, Massachusetts 02266-8530. No third party checks willbe accepted.

On-line

Existing shareholders may process certain account transactions on-line. Youmay purchase additional shares or exchange shares between existing,identically registered accounts. You can continue to look up your accountbalance, history and dividend information, as well as order duplicate accountstatements and tax forms from our website. To access your account, follow thelinks on www.nuveen.com to account access and choose mutual funds. Thesystem will walk you through the log-in process.

Existing shareholders may also process these same mutual fund transactionsvia our automated information line. Simply call (800) 257-8787, press 1 formutual funds and the voice menu will walk you through the process.

Investment Minimums

The minimum initial investment is $3,000 ($1,000 for a Traditional/Roth IRAaccount; $500 for an Education IRA account; $50 through systematicinvestment plan accounts) and may be lower for accounts opened throughfee-based programs. Subsequent investments must be in amounts of $50 ormore. The funds reserve the right to reject purchase orders and to waive orincrease the minimum investment requirements.

Systematic investing allows you to make regular investments through automaticdeductions from your bank account, directly from your paycheck or fromexchanging shares from another mutual fund account (simply complete theappropriate application). The minimum automatic deduction is $50 per month.There is no charge to participate in each fund’s systematic investment plan. Totake advantage of this investment opportunity, simply complete theappropriate section of the account application form or submit an AccountUpdate Form. You can stop the deductions at any time by notifying your fundin writing.

From Your Bank Account

You can make systematic investments of $50 or more per month byauthorizing us to draw preauthorized checks on your bank account.

From Your Paycheck

With your employer’s consent, you can make systematic investments of $25 ormore per pay period (meeting the monthly minimum of $50) by authorizingyour employer to deduct monies from your paycheck.

Systematic Exchanging

You can make systematic investments by authorizing Nuveen to exchangeshares from one Nuveen Mutual Fund account into another identicallyregistered Nuveen account of the same share class.

Benefits of Systematic Investing

One of the benefits of systematic investing is dollar cost averaging. Becauseyou regularly invest a fixed amount of money over a period of years regardlessof the share price, you buy more shares when the price is low and fewershares when the price is high. As a result, the average share price you pay


should be less than the average share price of fund shares over the sameperiod. To be effective, dollar cost averaging requires that you invest over along period of time, and does not assure that you will profit.

The chart below illustrates the benefits of systematic investing based on a$3,000 initial investment and subsequent monthly investments of $100 over20 years. The example assumes you earn a return of 4%, 5% or 6% annually onyour investment and that you reinvest all dividends. These annual returns donot reflect past or projected fund performance.

If the value of your fund account is at least $10,000, you may request to have$50 or more withdrawn automatically from your account. You may elect toreceive payments monthly, quarterly, semi-annually or annually, and maychoose to receive a check, have the monies transferred directly into your bankaccount (see “Special Services—Fund Direct” below), paid to a third party orsent payable to you at an address other than your address of record. You mustcomplete the appropriate section of the account application or Account UpdateForm to participate in a fund’s systematic withdrawal plan.

You should not establish systematic withdrawals if you intend to makeconcurrent purchases of Class A, B or C shares because you may unnecessarilypay a sales charge or CDSC on these purchases.

To help make your investing with us easy and efficient, we offer you thefollowing services at no extra cost.

Exchanging Shares

You may exchange fund shares into an identically registered account for thesame class of another Nuveen Mutual Fund available in your state. Yourexchange must meet the minimum purchase requirements of the fund intowhich you are exchanging. You may have to pay a sales charge whenexchanging shares that you purchased without a sales charge for shares thatare sold with a sales charge. Please consult the Statement of AdditionalInformation for details.


The funds may change or cancel their exchange policy at any time upon 60days’ notice. Each fund reserves the right to revise or suspend the exchangeprivilege, limit the amount or number of exchanges, or reject any exchange.See “Frequent Trading” below. Because an exchange is treated for taxpurposes as a purchase and sale, and any gain may be subject to tax, youshould consult your tax advisor about the tax consequences of exchangingyour shares.

Fund DirectSM

The Fund Direct Program allows you to link your fund account to your bankaccount, transfer money electronically between these accounts and perform avariety of account transactions, including purchasing shares by telephone andinvesting through a systematic investment plan. You may also have dividends,distributions, redemption payments or systematic withdrawal plan paymentssent directly to your bank account. Your financial advisor can help youcomplete the forms for these services, or you can call Nuveen at(800) 257-8787 for copies of the necessary forms.

Reinstatement Privilege

If you redeem fund shares, you may reinvest all or part of your redemptionproceeds up to one year later without incurring any additional charges. Youmay only reinvest into the same share class you redeemed. If you paid aCDSC, we will refund your CDSC and reinstate your holding period. You mayuse this reinstatement privilege only once for any redemption.

You may sell (redeem) your shares on any business day. You will receive theshare price next determined after Nuveen has received your properlycompleted redemption request. Your redemption request must be receivedbefore the close of trading, for you to receive that day’s price. If you are sellingshares purchased recently with a check, you will not receive your redemptionproceeds until your check has cleared. This may take up to ten business daysfrom your purchase date. You may be assessed a CDSC, if applicable. Whenyou redeem a fund’s Class A, Class B, or Class C shares subject to a CDSC,each fund will first redeem any shares that are not subject to a CDSC, and thenredeem the shares you have owned for the longest period of time, unless youask the fund to redeem your shares in a different order. No CDSC is imposedon shares you buy through the reinvestment of dividends and capital gains.The holding period is calculated on a monthly basis and begins on the date ofpurchase. When you redeem shares subject to a CDSC, the CDSC is calculatedon the lower of your purchase price or redemption proceeds, deducted fromyour redemption proceeds, and paid to Nuveen. The CDSC may be waivedunder certain special circumstances as described in the Statement of AdditionalInformation.

Through Your Financial Advisor

You may sell your shares through your financial advisor, who can prepare thenecessary documentation. Your financial advisor may charge for this service.

By Telephone

If you have authorized telephone redemption privileges, you can redeem yourshares by calling (800) 257-8787. Telephone redemptions are not available ifyou own shares in certificate form and, with respect to redemptions where theproceeds are payable by check, may not exceed $50,000. Checks will only beissued to you as the shareholder of record and mailed to your address ofrecord. If you have established Fund Direct privileges, you may have

An Important Note About

Telephone Transactions

Although Nuveen Investor

Services has certain

safeguards and procedures

to confirm the identity of

callers, it will not be liable

for losses resulting from

following telephone

instructions it reasonably

believes to be genuine.

Also, you should verify your

trade confirmations

immediately upon receipt.


redemption proceeds transferred electronically to your bank account. We willnormally mail your check the next business day.

By Mail

You can sell your shares at any time by sending a written request to theappropriate fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston,Massachusetts 02266-8530. Your request must include the followinginformation:

‰ The fund’s name;

‰ Your name and account number;

‰ The dollar or share amount you wish to redeem;

‰ The signature of each owner exactly as it appears on the account;

‰ The name of the person to whom you want your redemption proceedspaid (if other than to the shareholder of record);

‰ The address where you want your redemption proceeds sent (if other thanthe address of record);

‰ Any certificates you have for the shares; and

‰ Any required signature guarantees.

We will normally mail your check the next business day, but in no event morethan seven days after we receive your request. If you purchased your sharesby check, your redemption proceeds will not be mailed until your check hascleared. Guaranteed signatures are required if you are redeeming more than$50,000, you want the check payable to someone other than the shareholderof record or you want the check sent to another address (or the address ofrecord has been changed within the last 30 days). Signature guarantees mustbe obtained from a bank, brokerage firm or other financial intermediary that isa member of an approved Medallion Guarantee Program or that a fundotherwise approves. A notary public cannot provide a signature guarantee.

On-Line

You may redeem shares or exchange shares between existing, identicallyregistered accounts on-line. To access your account, follow the links onwww.nuveen.com to account access and choose mutual funds. The system willwalk you through the log-in process.

You may also redeem or exchange shares via our automated information line.Simply call (800) 257-8787, press 1 for mutual funds and the voice menu willwalk you through the process.

Redemptions In-Kind

The funds generally pay redemption proceeds in cash. Under unusualconditions that make cash payment unwise and for the protection of existingshareholders, the funds may pay all or a portion of your redemption proceedsin securities or other fund assets. Although it is unlikely that your shares wouldbe redeemed in-kind, you would probably have to pay brokerage costs to sellthe securities distributed to you, as well as taxes on any capital gains from thatsale.

NWQ International Value Fund Redemption Fee Policy

The NWQ International Value Fund charges a 2% redemption fee on theproceeds of fund shares redeemed or exchanged within 30 days of acquisition.The redemption fee is intended to offset the trading costs and fund operatingexpenses associated with frequent trading. The NWQ International Value Fundcurrently waives the redemption fee on share redemptions or exchanges byshareholders investing through qualified retirement plans such as 401(k) plans.

An Important Note About

Involuntary Redemption

From time to time, the

funds may establish

minimum account size

requirements. The funds

reserve the right to

liquidate your account

upon 30 days’ written

notice if the value of your

account falls below an

established minimum. The

funds have set a minimum

balance of $1000 unless you

have an active Nuveen

Defined Portfolio

reinvestment account. You

will not be assessed a

CDSC on an involuntary

redemption.


The fund also may waive the redemption fee on redemptions or exchanges byshareholders investing through the fee-based platforms of certain financialintermediaries (where the intermediary charges an asset-based orcomprehensive “wrap” fee for its services) in instances where the fundreasonably believes either that the intermediary has internal policies andprocedures in place to effectively discourage inappropriate trading activity orthat the redemptions were effected for reasons other than the desire to profitfrom short-term trading in fund shares.

The fund may waive the redemption fee in other specified circumstancesreasonably determined by the fund not to relate to inappropriate tradingactivity, and reserves the right to modify or eliminate redemption fee waiversat any time. For additional information, see “Frequent Trading” in thisprospectus, and “Additional Information on the Purchase and Redemption ofFund Shares and Shareholder Programs—Shareholder Programs—FrequentTrading Policy” and “Additional Information on the Purchase and Redemptionof Fund Shares and Shareholder Programs—Redemption Fee Policy” in theStatement of Additional Information for more information regarding the fund’spolicies.


Section 4 General Information

To help you understand the tax implications of investing in the funds, this

section includes important details about how the funds make distributions to

shareholders. We discuss some other fund policies, as well.

The funds intend to pay income dividends and any taxable gains annually.

Payment and Reinvestment Options

The funds automatically reinvest your dividends in additional fund sharesunless you request otherwise. You may request to have your dividends paid toyou by check, deposited directly into your bank account, paid to a third party,sent to an address other than your address of record or reinvested in shares ofanother Nuveen Mutual Fund. For further information, contact your financialadvisor or call Nuveen at (800) 257-8787.

Foreign Income Tax Considerations

Investment income that the funds receive from their foreign investments maybe subject to foreign income taxes, which generally will reduce funddistributions. However, the U.S. has entered into tax treaties with many foreigncountries that may entitle you to certain tax benefits.

Taxes and Tax Reporting

The funds will make distributions that may be taxed as ordinary income(which may be taxable at different rates, depending on the source of thedistribution) or capital gains (which may be taxable at different rates,depending on the length of time a fund holds its assets). Dividends from afund’s long-term capital gains are taxable as capital gains, while dividendsfrom short-term capital gains and net investment income are generally taxableas ordinary income. However, certain ordinary income distributions receivedfrom a fund that are determined to be qualified dividend income may be taxedat tax rates equal to those applicable to capital gains. The tax you pay on agiven capital gains distribution depends generally on how long the fund hasheld the portfolio securities it sold. It does not depend on how long you haveowned your fund shares. Dividends generally do not qualify for a dividendsreceived deduction if you are a corporate shareholder.

Early in each year, you will receive a statement detailing the amount and natureof all dividends and capital gains that you were paid during the prior year. If youhold your investment at the firm where you purchased your fund shares, you willreceive the statement from that firm. If you hold your shares directly with thefund, Nuveen will send you the statement. The tax status of your dividends is thesame whether you reinvest your dividends or elect to receive them in cash. Thesale of shares in your account may produce a gain or loss, and is a taxable event.For tax purposes, an exchange is generally the same as a sale.

Please note that if you do not furnish your fund with your correct SocialSecurity number or employer identification number, federal law requires thefund to withhold federal income tax from your distributions and redemptionproceeds at the then current rate.

Section 4 General Information 23

Please consult the Statement of Additional Information and your tax advisor formore information about taxes.

Buying or Selling Shares Close to a Record Date

Buying fund shares shortly before the record date for a taxable dividend iscommonly known as “buying the dividend.” The entire dividend may betaxable to you even though a portion of the dividend effectively represents areturn of your purchase price.

Nuveen serves as the selling agent and distributor of the funds’ shares. In thiscapacity, Nuveen manages the offering of the funds’ shares and is responsiblefor all sales and promotional activities. In order to reimburse Nuveen for itscosts in connection with these activities, including compensation paid toauthorized dealers, each fund has adopted a distribution and service plan inaccordance with Rule 12b-1 under the Investment Company Act of 1940. (See“What Share Classes We Offer” for a description of the distribution and servicefees paid under this plan.)

Nuveen receives the distribution fee for Class B and Class C shares primarilyfor providing compensation to authorized dealers, including Nuveen, inconnection with the distribution of shares. Nuveen uses the service fee forClass A, Class B, and Class C shares to compensate authorized dealers,including Nuveen, for providing ongoing account services to shareholders.These services may include establishing and maintaining shareholder accounts,answering shareholder inquiries, and providing other personal services toshareholders. These fees also compensate Nuveen for other expenses,including printing and distributing prospectuses to persons other thanshareholders, and preparing, printing, and distributing advertising and salesliterature and reports to shareholders used in connection with the sale ofshares. Because these fees are paid out of a fund’s assets on an ongoing basis,over time these fees will increase the cost of your investment and may costyou more than paying other types of sales charges.

In addition to the sales commissions and certain payments related to 12b-1distribution and service fees paid by Nuveen to authorized dealers aspreviously described, Nuveen may from time to time make additionalpayments, out of its own resources, to certain authorized dealers that sellshares of Nuveen Mutual Funds in order to promote the sales and retention offund shares by those firms and their customers. The amounts of thesepayments vary by authorized dealer firm, and with respect to a given firm istypically calculated by reference to the amount of the firm’s recent gross salesof Nuveen Mutual Fund shares and/or total assets of Nuveen Mutual Fundsheld by the firm’s customers. The level of payments that Nuveen is willing toprovide to a particular authorized dealer firm may be affected by, among otherfactors, the firm’s total assets held in and recent net investments into NuveenMutual Funds, the firm’s level of participation in Nuveen Mutual Fund salesand marketing programs, the firm’s compensation program for its registeredrepresentatives who sell fund shares and provide services to fundshareholders, and the asset class of the Nuveen Mutual Funds for which thesepayments are provided. For 2003, these payments in the aggregate wereapproximately .01% to .02% of the assets in the Nuveen Funds, althoughpayments to particular authorized dealer firms were significantly more. TheStatement of Additional Information contains additional information aboutthese payments, including the names of the dealer firms to which paymentsare made. Nuveen may also make payments to authorized dealers in

Section 4 General Information24

connection with sales meetings, due diligence meetings, prospecting seminarsand other meetings at which Nuveen promotes its products and services.

In connection with the availability of Nuveen Mutual Funds within selectedmutual fund no-transaction fee institutional platforms and fee-based wrapprograms (together, “Platform Programs”) at certain authorized dealer firms,Nuveen also makes payments out of its own assets to those firms ascompensation for certain recordkeeping, shareholder communications andother account administration services provided to Nuveen Mutual Fundshareholders who own their fund shares in these Platform Programs. Thesepayments are in addition to the 12b-1 service fee and any applicable omnibussub-accounting fees paid to these firms with respect to these services by theNuveen Mutual Funds out of fund assets.

The price you pay for your shares is based on each fund’s net asset value pershare which is determined as of the close of trading (normally 4:00 p.m. NewYork time) on each day the NYSE is open for business. Net asset value iscalculated for each class of each fund by taking the value of the class’ totalassets, including interest or dividends accrued but not yet collected, less allliabilities, and dividing by the total number of shares outstanding. The result,rounded to the nearest cent, is the net asset value per share. All valuations aresubject to review by the funds’ Board of Trustees or its delegate.

In determining net asset value, expenses are accrued and applied daily andsecurities and other assets for which market quotations are available are valuedat market value. Common stocks and other equity securities are generallyvalued at the last sales price that day. However, securities admitted to trade onthe NASDAQ National Market are valued, except as indicated below, at theNASDAQ Official Closing Price. Common stocks and other equity securities notlisted on a securities exchange or the NASDAQ National Market are valued atthe mean between the bid and asked prices. Prices of certain U.S.-tradedAmerican Depositary Receipts (ADRs) held by the NWQ International ValueFund that trade in only limited volume in the U.S. are valued based on themean between the bid and ask price of the underlying foreign-traded stock,adjusted as appropriate for underlying-to-ADR conversion ratio and foreignexchange rate, and from time to time may also be adjusted further to take intoaccount material events that may take place after the close of the local foreignmarket but before the close of the New York Stock Exchange. The prices offixed-income securities are provided by a pricing service and based on themean between the bid and asked prices. When price quotes are not readilyavailable the pricing service establishes fair value based on various factorsincluding prices of comparable securities. In addition, if it is determined thatmarket prices for a security are unavailable or inappropriate, the Board ofTrustees of the funds, or its designee, may establish a fair value for thesecurity. See the Statement of Additional Information for details.

If a fund holds securities that are primarily listed on foreign exchanges, the netasset value of the fund’s shares may change on days when shareholders willnot be able to purchase or redeem the fund’s shares.

Section 4 General Information 25

The funds are intended for long-term investment, and should not be used forexcessive trading. Excessive trading in the funds’ shares can disrupt portfoliomanagement, lead to higher operating costs, and cause other operatinginefficiencies for the funds. However, the funds are also mindful thatshareholders may have valid reasons for periodically purchasing andredeeming fund shares.

Accordingly, the funds have adopted a Frequent Trading Policy that seeks tobalance the funds’ need to prevent excessive trading in fund shares whileoffering investors the flexibility in managing their financial affairs to makeperiodic purchases and redemptions of fund shares.

The funds’ Frequent Trading Policy limits an investor to four “round triptrades” in a 12-month period and to two round trip trades in a 12-monthperiod if either side of a round trip trade exceeds 1% of a fund’s net assets.The Nuveen Funds will suspend the trading privileges of any investor whomakes a round trip trade that exceeds a stated dollar amount (which amountmay vary by fund or over time), or who makes a round trip within a 30-dayperiod. In addition, Frequent Traders (investors making more than one roundtrip trade) that do not abide by the special order placement rules in the Policywill also have their trading privileges suspended. A round trip is the purchaseand sale (including any exchanges) of a substantially similar dollar amount offund shares within a 60-day period, representing at least 25% of the value ofthe shareholder’s account.

The funds primarily receive share purchase and redemption orders throughthird-party financial intermediaries, some of whom rely on the use of omnibusaccounts that include multiple shareholders and that typically provide thefunds with a consolidated purchase or redemption request. Unless thesefinancial intermediaries furnish the funds with sufficient trade level informationfor individual shareholders, their use of omnibus accounts may limit the extentto which the funds are able to enforce the terms of the Frequent TradingPolicy.

Each fund reserves the right to reject any purchase order, including exchangepurchases, for any reason. For example, a fund may refuse purchase orders ifthe fund would be unable to invest the proceeds from the purchase order inaccordance with the fund’s investment policies and/or objectives, or if the fundwould be adversely affected by the size of the transaction, the frequency oftrading in the account or various other factors. For more information about thefunds’ Frequent Trading Policy and its enforcement, see “AdditionalInformation on the Purchase and Redemption of Fund Shares and ShareholderPrograms—Shareholder Programs—Frequent Trading Policy” in the Statementof Additional Information.

The custodian of the assets of the funds is State Street Bank and TrustCompany, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodianalso provides certain accounting services to the funds. The funds’ transfer,shareholder services and dividend paying agent, Boston Financial DataServices, P.O. Box 8530, Boston, Massachusetts 02266-8530, performsbookkeeping, data processing and administrative services for the maintenanceof shareholder accounts.

Section 4 General Information26

Section 5 Financial Highlights

The financial highlights table is intended to help you understand each fund’s financialperformance for the past five years or the life of the fund, if shorter. Certain informationreflects financial results for a single fund share. The total returns in the table represent therate that an investor would have earned (or lost) on an investment in a fund (assumingreinvestment of all dividends and distributions). The information for the fiscal years endedJuly 31, 2002, July 31, 2003 and July 31, 2004 has been audited byPricewaterhouseCoopers LLP, whose report, along with the funds’ financial statements, areincluded in the Statement of Additional Information and annual report, which areavailable upon request. The information for the prior fiscal years was audited by ArthurAndersen LLP.

Nuveen NWQ International Value Fund

Class(InceptionDate) Investment Operations Less Distributions Ratios/Supplemental Data

Year EndedJuly 31,

BeginningNet Asset

Value

NetInvestment

Income(Loss)(a)

NetRealized/

UnrealizedInvestmentGain (Loss) Total

NetInvestment

IncomeCapital

Gains TotalRedemption

Fees(a)

EndingNet

AssetValue

TotalReturn(b)

EndingNet

Assets(000)

Ratio ofExpenses

toAverage

NetAssets(c)

Ratio ofNet

InvestmentIncome

(Loss) toAverage

NetAssets(c)

PortfolioTurnover

Rate

Class A (12/99)2004 $16.01 $ .24 $ 4.72 $ 4.96 $(.18) $— $(.18) $.03 $20.82 31.21% $ 5,580 1.74% 1.24% 41%2003 13.95 .20 1.82 2.02 — — — .04 16.01 14.77 3,898 1.75 1.43 172**2002 16.22 (.12) (2.15) (2.27) — — — — 13.95 (14.00) 4,011 1.83 (.84) 1832001 22.93 (.18) (6.53) (6.71) — — — — 16.22 (29.26) 7,551 2.12 (.98) 2242000(d) 20.00 (.15) 3.08 2.93 — — — — 22.93 14.65 10,676 1.82* (1.05)* 111

Class B (12/99)2004 15.53 .08 4.58 4.66 (.06) — (.06) — 20.13 30.00 5,378 2.50 .42 412003 13.68 .11 1.74 1.85 — — — — 15.53 13.52 3,819 2.50 .80 172**2002 16.03 (.23) (2.12) (2.35) — — — — 13.68 (14.66) 2,586 2.60 (1.59) 1832001 22.82 (.34) (6.45) (6.79) — — — — 16.03 (29.75) 4,741 2.86 (1.78) 2242000(d) 20.00 (.25) 3.07 2.82 — — — — 22.82 14.10 6,435 2.57* (1.76)* 111

Class C (12/99)2004 15.55 .08 4.57 4.65 (.06) — (.06) — 20.14 29.96 6,133 2.50 .44 412003 13.68 .09 1.77 1.86 — — — .01 15.55 13.67 4,004 2.50 .63 172**2002 16.03 (.22) (2.13) (2.35) — — — — 13.68 (14.66) 4,667 2.58 (1.53) 1832001 22.82 (.32) (6.47) (6.79) — — — — 16.03 (29.75) 7,048 2.86 (1.72) 2242000(d) 20.00 (.24) 3.06 2.82 — — — — 22.82 14.10 6,925 2.58* (1.75)* 111

Class R (12/99)2004 16.10 .28 4.75 5.03 (.22) — (.22) — 20.91 31.31 20,705 1.49 1.44 412003 14.04 .27 1.79 2.06 — — — — 16.10 14.67 14,051 1.50 1.90 172**2002 16.29 (.06) (2.19) (2.25) — — — — 14.04 (13.81) 8,367 1.56 (.48) 1832001 22.96 (.14) (6.53) (6.67) — — — — 16.29 (29.05) 10,325 1.86 (.78) 2242000(d) 20.00 (.12) 3.08 2.96 — — — — 22.96 14.80 14,265 1.50* (.90)* 111

* Annualized.** The cost of securities acquired in the acquisition of the Nuveen European Value Fund of $4,173,965 was excluded from the portfolio turnover rate calculation.(a) Per share Net Investment Income (Loss) and Redemption Fees are calculated using the average daily shares method.(b) Total returns are calculated on net asset value without any sales charge and are not annualized.(c) After expense reimbursement from the investment adviser, where applicable. When custodian fee credits are applied, the Ratios of Expenses to Average Net Assets for

2004 are 1.74%, 2.49%, 2.49% and 1.49% for classes A, B, C and R, respectively, and the Ratios of Net Investment Income (Loss) to Average Net Assets for 2004 are1.25%, .43%, .44% and 1.44% for classes A, B, C and R, respectively.

(d) For the period December 20, 1999 (commencement of operations) through July 31, 2000.

Section 5 Financial Highlights 27

Nuveen Rittenhouse Growth Fund

Class(InceptionDate) Investment Operations Less Distributions Ratios/Supplemental Data

Year EndedJuly 31,

BeginningNet Asset

Value

NetInvestment

Income(Loss)(a)

NetRealized/

UnrealizedInvestmentGain (Loss) Total

NetInvestment

IncomeCapital

Gains Total

EndingNet

AssetValue

TotalReturn(b)

EndingNet

Assets(000)

Ratio ofExpenses

toAverage

NetAssets(c)

Ratio ofNet

InvestmentIncome

(Loss) toAverage

NetAssets(c)

PortfolioTurnover

Rate

Class A (12/97)2004 $18.53 $(.06) $ .96 $ .90 $— $ — $ — $19.43 4.86% $ 53,804 1.43% (.28)% 19%2003 17.48 (.07) 1.12 1.05 — — — 18.53 6.01 64,680 1.57 (.41) 27*2002 23.92 (.12) (6.32) (6.44) — — — 17.48 (26.92) 64,914 1.45 (.58) 272001 29.09 (.13) (5.04) (5.17) — — — 23.92 (17.77) 106,264 1.35 (.50) 352000 25.10 (.12) 4.12 4.00 — (.01) (.01) 29.09 15.93 121,610 1.35 (.45) 28

Class B (12/97)2004 17.78 (.19) .91 .72 — — — 18.50 4.05 114,954 2.18 (1.04) 192003 16.89 (.19) 1.08 .89 — — — 17.78 5.27 137,213 2.32 (1.16) 27*2002 23.31 (.28) (6.14) (6.42) — — — 16.89 (27.54) 145,947 2.20 (1.33) 272001 28.55 (.33) (4.91) (5.24) — — — 23.31 (18.35) 239,203 2.10 (1.26) 352000 24.82 (.33) 4.07 3.74 — (.01) (.01) 28.55 15.01 287,993 2.10 (1.20) 28

Class C (12/97)2004 17.79 (.19) .91 .72 — — — 18.51 4.05 86,376 2.18 (1.04) 192003 16.90 (.19) 1.08 .89 — — — 17.79 5.27 103,318 2.32 (1.16) 27*2002 23.32 (.28) (6.14) (6.42) — — — 16.90 (27.53) 104,626 2.20 (1.33) 272001 28.56 (.33) (4.91) (5.24) — — — 23.32 (18.35) 167,272 2.10 (1.25) 352000 24.84 (.33) 4.06 3.73 — (.01) (.01) 28.56 15.01 190,520 2.10 (1.20) 28

Class R (12/97)2004 18.79 — .96 .96 — — — 19.75 5.11 16,052 1.17 (.02) 192003 17.68 (.02) 1.13 1.11 — — — 18.79 6.28 13,785 1.31 (.14) 27*2002 24.15 (.07) (6.40) (6.47) — — — 17.68 (26.79) 29,977 1.20 (.34) 272001 29.29 (.07) (5.07) (5.14) — — — 24.15 (17.55) 40,995 1.10 (.25) 352000 25.22 (.05) 4.13 4.08 — (.01) (.01) 29.29 16.17 49,256 1.10 (.19) 28

* The cost of securities acquired in the acquisition of the Nuveen Innovation Fund of $20,085,610 was excluded from the portfolio turnover rate calculation.(a) Per share Net Investment Income (Loss) is calculated using the average daily shares method.(b) Total returns are calculated on net asset value without any sales charge and are not annualized.(c) After expense reimbursement from the investment adviser, where applicable.

Section 5 Financial Highlights28

Nuveen Investments Mutual FundsNuveen Investments offers a variety of mutual funds designed to help you reachyour financial goals. The funds below are grouped by category.

ValueNuveen Large-Cap Value FundNuveen NWQ Multi-Cap Value Fund

BalancedNuveen Balanced Stock and Bond FundNuveen Balanced Municipal and Stock Fund

InternationalNuveen NWQ International Value Fund

GrowthNuveen Rittenhouse Growth Fund

Municipal Bond

National FundsNuveen High Yield Municipal Bond FundNuveen All-American Municipal Bond FundNuveen Insured Municipal Bond FundNuveen Intermediate Duration Municipal Bond FundNuveen Limited Term Municipal Bond Fund

State FundsArizona Louisiana North CarolinaCalifornia1 Maryland OhioColorado Massachusetts1 PennsylvaniaConnecticut Michigan TennesseeFlorida Missouri VirginiaGeorgia New Jersey WisconsinKansas New MexicoKentucky New York1

Several additional sources of information are available to you, including the codesof ethics adopted by the funds, Nuveen Investments, NIAC, NWQ and Rittenhouse.The Statement of Additional Information, incorporated by reference into thisprospectus, contains detailed information on the policies and operation of the fundsincluded in this prospectus. Additional information about the funds’ investments isavailable in the annual and semi-annual reports to shareholders. In the funds’annual reports, you will find a discussion of the market conditions and investmentstrategies that significantly affected the funds’ performance during their last fiscalyear. Call Nuveen Investments at (800) 257-8787 to request a free copy of any ofthese materials or other fund information, or ask your financial advisor for copies.

You may also obtain this and other fund information directly from the Securities andExchange Commission (“SEC”). The SEC may charge a copying fee for thisinformation. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’sPublic Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 forroom hours and operation. You may also request fund information by sending ane-mail request to [email protected] or by writing to the SEC’s Public ReferenceSection at 450 Fifth Street NW, Washington, D.C. 20549.

The funds are series of Nuveen Investment Trust II, whose Investment Company Actfile number is 811-08333.

1. Long-term and insured long-term portfolios.

MPR-G

RW

-110

4DN

A

Distributed byNuveen Investments, LLC | 333 West Wacker Drive | Chicago, Illinois 60606 | (800) 257-8787 | www.nuveen.com

Nuveen Investments Equity Funds

Documents

Transcript of Nuveen Investments Equity Funds