NUVEEN FLAGSHIP MULTISTATE TRUST IV
497, 1999-02-19
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<PAGE>   1



February 19, 1999



Dear Nuveen Fund Shareholder:

You recently received the Prospectus/Proxy Statement for the Special Meeting of 
Shareholders for the Nuveen Flagship Kentucky Limited Term Municipal Bond Fund 
to be held on April 15, 1999. You are being asked to vote on the reorganization 
of your Fund into the Nuveen Flagship Kentucky Municipal Bond Fund. 
Unfortunately, the Prospectus for the Nuveen Flagship Kentucky Municipal Bond 
Fund was inadvertently omitted from the mailing.

Enclosed please find the Prospectus along with another proxy card and 
postage-paid envelope. Your vote is important. Please review these materials 
and execute and return the proxy card at your earliest convenience. If you have 
already mailed your proxy card and wish to change your vote, please complete 
and return the enclosed card.

For more detailed information about the reorganization, please refer to the 
Prospectus/Proxy Statement or call the Fund at (800) 621-7227.

Gifford R. Zimmerman
Vice President and Secretary
<PAGE>   2

                    Supplement Dated December 31,1998 to the
                       Prospectus Dated September 30,1998

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

                      NUVEEN FLAGSHIP MULTISTATE TRUST IV
           NUVEEN FLAGSHIP KENTUCKY LIMITED TERM MUNICIPAL BOND FUND

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

We at John Nuveen & Co. Incorporated appreciate the level of trust you have 
placed in us and are committed to providing you with the latest information 
regarding your investments.  That is why we want to inform you in advance of a 
proposed merger of the Nuveen Flagship Kentucky Limited Term Municipal Bond 
Fund (the "Fund") into the Nuveen Flagship Kentucky Municipal Bond Fund (the 
"Acquired Fund").  The board of directors of the Kentucky Limited Term Fund 
have determined that the merger would benefit shareholders in a number of ways, 
including:


- - lower gross operating expenses as a percentage of net assets;
- - improved portfolio diversification and lower portfolio transaction costs;
- - continued exemption of dividends from Kentucky state income taxes; and 
- - higher dividends per share.  

The Board believes that these potential benefits, together with the potentially 
higher distributions from the Kentucky Fund, should offset the risks associated 
with investments in a long-term bond fund.  

The Trustees of the Nuveen Flagship Multistate Trust IV have approved a 
tax-free reorganization of the Fund as described below.  The Fund is closed to 
new investors effective December 31, 1998.  Only shareholders with existing 
accounts may continue to make additional purchases and to reinvest dividends 
into existing accounts.  

Under the terms of the reorganization, the Fund would transfer all of its 
assets and liabilities to the Acquiring Fund, a series of the Nuveen Flagship 
Municipal Trust IV, in a tax-free exchange for an equal value of shares of the 
Acquiring Fund.  The Acquiring Fund is a municipal bond fund whose investment 
objective is to provide as high a level of current interest income exempt from 
regular federal, state and, in some cases, local income taxes as is consistent 
with preservation of capital.  As with any mutual fund, there is no assurance 
that the Acquiring Fund will meet its investment objective.  The reorganization 
is subject to certain regulatory approvals and the approval of the Fund's 
shareholders.  A meeting of shareholders has been called for April 15, 1999 for 
the purpose of voting on the proposed reorganization.  Further information 
regarding the proposed reorganization and the shareholder meeting will be 
contained in a proxy statement that is scheduled to be mailed in mid February, 
1999.  
<PAGE>   3
NUVEEN
MUNICIPAL
BOND FUNDS
    
September 30, 1998     

- -------------------------------
Prospectus
- -------------------------------

Dependable, tax-free income 
to help you keep more of 
what you earn.


KANSAS

KENTUCKY

MICHIGAN

MISSOURI                           [PHOTO APPEARS HERE]

OHIO

WISCONSIN

- -------------------------------
NOT FDIC-     MAY LOSE VALUE
INSURED       NO BANK GUARANTEE
- -------------------------------

Like all mutual fund shares these securities have not been approved or
disapproved by the Securities and Exchange Commission or any state securities
commission, nor has the Securities and Exchange Commission or any state
securities commission passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>   4
 

                               TABLE OF CONTENTS


<TABLE>    
<S>                             <C>                                                                           <C>
                                SECTION 1      THE FUNDS
                                This section provides you with an overview of the
                                funds including investment objectives, portfolio
                                holdings and historical performance information.

                                Introduction.................................................................  1
                                Nuveen Flagship Kansas Municipal Bond Fund...................................  2
                                Nuveen Flagship Kentucky Municipal Bond Fund.................................  4
                                Nuveen Flagship Kentucky Limited Term Municipal Bond Fund....................  6
                                Nuveen Flagship Michigan Municipal Bond Fund.................................  8
                                Nuveen Flagship Missouri Municipal Bond Fund................................. 10
                                Nuveen Flagship Ohio Municipal Bond Fund..................................... 12
WE HAVE USED THE ICONS          Nuveen Flagship Wisconsin Municipal Bond Fund................................ 14
BELOW THROUGHOUT THIS
PROSPECTUS TO MAKE IT           SECTION 2      HOW WE MANAGE YOUR MONEY
EASY FOR YOU TO FIND THE        This section gives you a detailed discussion of our investment and risk
TYPE OF INFORMATION             management strategies.
YOU NEED.
                                Who Manages the Funds........................................................ 16
                                Management Fees.............................................................. 17
                                What Securities We Invest In................................................. 17
                                How We Select Investments.................................................... 18
                                What the Risks Are........................................................... 19
                                How We Manage Risk........................................................... 20
                                
                                SECTION 3      HOW YOU CAN BUY AND SELL SHARES
Investment Strategy             This section provides the information you need to move money into or out
                                of your account.

                                How to Choose a Share Class.................................................. 21
  Risks                         How to Reduce Your Sales Charge.............................................. 23
                                How to Buy Shares............................................................ 23
                                Systematic Investing......................................................... 24
  Fees, Charges                 Systematic Withdrawal........................................................ 25
  and Expenses                  Special Services............................................................. 25
                                How to Sell Shares........................................................... 26

  Shareholder                   SECTION 4      GENERAL INFORMATION
  Instructions
                                This section summarizes the funds' distribution policies and other general
                                fund information.

  Performance and               Distributions and Taxes...................................................... 28
  Current Portfolio             Distribution and Service Plans............................................... 29
  Information                   Net Asset Value.............................................................. 30
                                Fund Service Providers....................................................... 30

                                SECTION 5      FINANCIAL HIGHLIGHTS

                                This section provides the funds' financial performance
                                for the past 5 years.                                                         31
                                APPENDIX       ADDITIONAL STATE INFORMATION.................................. 38
</TABLE>     
<PAGE>   5
 
                                                                 
                                                          September 30,1998     
                                                       

Section 1  The Funds

                    Nuveen Flagship Kansas Municipal Bond Fund               
                    Nuveen Flagship Kentucky Municipal Bond Fund             
                    Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
                    Nuveen Flagship Michigan Municipal Bond Fund           
                    Nuveen Flagship Missouri Municipal Bond Fund           
                    Nuveen Flagship Ohio Municipal Bond Fund               
                    Nuveen Flagship Wisconsin Municipal Bond Fund          
                                                                           
               Prospectus                                                  
                                                                
               This prospectus is intended to provide important information to
               help you evaluate whether one of the Nuveen Mutual Funds listed
               above may be right for you. Please read it carefully before
               investing and keep it for future reference.

               To learn more about how Nuveen Mutual Funds can help you achieve
               your financial goals, talk with your financial adviser. Or call
               us at (800) 257-8787 for more information

               A Century of Investment Experience               
                                                                
               Since our founding in 1898, John Nuveen & Co. Incorporated has
               been synonymous with investments that withstand the test of time.
               Today we offer a broad range of quality investments designed for
               individuals seeking to build and maintain wealth.

                                                         Section 1  The Funds  1
<PAGE>   6
 
                  NUVEEN FLAGSHIP KANSAS MUNICIPAL BOND FUND

FUND OVERVIEW

     INVESTMENT OBJECTIVE

     The investment objective of the fund is to provide you with as high a level
     of current interest income exempt from regular federal, state and, in some
     cases, local income taxes as is consistent with preservation of capital.

     HOW THE FUND PURSUES ITS OBJECTIVE
    
     The fund purchases only quality municipal bonds that are rated investment
     grade (AAA/Aaa to BBB/Baa) at the time of purchase by independent ratings
     agencies. The fund may buy non-rated municipal bonds if the fund's
     investment adviser judges them to be investment grade.

     The fund's investment adviser uses a value-oriented strategy and looks for
     higher-yielding and undervalued municipal bonds that offer the potential
     for above-average total return.     

     WHAT ARE THE RISKS OF INVESTING IN THE FUND?
    
     The principal risks of investing in the fund are interest rate and credit
     risk. Interest rate risk is the risk that interest rates will rise, causing
     bond prices to fall. Credit risk is the risk that an issuer of a municipal
     bond will be unable to make interest and principal payments. In general,
     lower rated bonds carry greater credit risk. The fund may bear additional
     risk because it invests primarily in Kansas bonds. The fund is
     non-diversified, and may invest more of its assets in a single issuer than
     a diversified fund. Greater concentration may increase risk. As with any
     mutual fund investment, loss of money is a risk of investing.    
    
     The fund seeks to limit risk by buying investment grade quality bonds in a
     variety of industry sectors.    

     IS THIS FUND RIGHT FOR YOU?

     The fund may be a suitable investment for you if you seek to:
     
       .  Earn regular monthly tax-free dividends;
       .  Preserve investment capital over time;
       .  Reduce taxes on investment income;
       .  Set aside money systematically for retirement, estate planning or
          college funding.

     You should not invest in this fund if you seek to:
       .  Pursue an aggressive, high-growth investment strategy;
       .  Invest through an IRA or 401(k) plan;
       .  Avoid fluctuations in share price.

     HOW THE FUND HAS PERFORMED
    
     The fund's investment adviser is Nuveen Advisory Corp., Nuveen's Premier
     Adviser(SM) for municipal bond investing. The chart and table below
     illustrate annual fund returns for each of the past five years as well as
     annualized fund, peer group and market benchmark returns for the one-, 
     five-year and inception periods ending December 31, 1997. This information
     is intended to help you assess the variability of fund returns over the
     past five years (and consequently, the potential rewards and risks of a
     fund investment).    

     Total Returns/1/

                           [BAR CHART APPEARS HERE]

                            Class A Annual Returns

                              1993         14.1%
                              1994         -8.3%
                              1995         17.7%
                              1996          3.4%
                              1997          9.7%
    
     From inception in January 1992 to December 31, 1997, the highest and lowest
     quarterly returns were 6.96% and -7.73%, respectively for the quarters
     ending 3/31/95 and 3/31/94. The bar chart and highest/lowest quarterly
     returns do not reflect sales charges, which would reduce returns, while the
     average annual return table does.    

<TABLE>    
<CAPTION>
                               Average Annual Total Returns for              
                             the Periods Ending December 31, 1997
                             ------------------------------------
Class                        1 Year      5 Year         Inception
- ------------------------------------------------------------------
<S>                          <C>         <C>            <C> 
Class A (Offer)               5.11%      5.98%           6.82%
Class A (NAV)                 9.67%      6.90%           7.60%
Class B                       4.30%      6.00%           6.76%
Class C                       9.31%      6.54%           7.23%
Class R                      10.47%      7.06%           7.73%
- ------------------------------------------------------------------
LB Market
     Benchmark/2/             9.19%      7.36%           7.67%
Lipper                       
     Peer Group/3/            7.84%      6.33%           6.85%
 </TABLE>     

2    Section 1   The Funds
<PAGE>   7
 
WHAT ARE THE COSTS OF INVESTING?

SHAREHOLDER TRANSACTION EXPENSES/4/

Paid Directly From Your Investment

<TABLE>    
<CAPTION> 
Share Class                                 A         B       C       R/5/
- --------------------------------------------------------------------------
<S>                                         <C>       <C>     <C>     <C> 
Maximum Sales Charge Imposed
on Purchases                                4.20%/6/  None    None    None

Maximum Sales Charge Imposed
on Reinvested Dividends                     None      None    None    None

Exchange Fees                               None      None    None    None

Deferred Sales Charge/7/                    None/8/    5%/9/  1%/10/  None

ANNUAL FUND OPERATING EXPENSES/11/

Paid From Fund Assets

Share Class                                     A       B       C       R

Management Fees                               .55%    .55%    .55%    .55%

12b-1 Distribution and Service Fees           .20%    .95%    .75%     --%

Other Expenses                                .15%    .15%    .14%    .15%

Total Annual Fund Operating

Expenses-Gross+                               .90%   1.65%   1.44%    .70%

+ After Expense Reimbursements
Reimbursements                               (.19%)  (.20%)  (.20%)  (.19%)

Total Annual Fund Operating Expenses-Net      .71%   1.45%   1.24%    .51%
</TABLE>     

The following example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  It assumes you
invest $10,000 in the fund for the time period indicated and then either redeem
or do not redeem your shares at the end of a period. The example assumes that
your investment has a 5% return each year and that the fund's operating expenses
remain the same.  Your actual returns and costs may be higher or lower.

<TABLE>    
<CAPTION>
                              Redemption                    No Redemption
Share Class        A        B          C      R      A       B       C      R
- -------------------------------------------------------------------------------
<S>              <C>     <C>     <C>      <C>    <C>     <C>     <C>     <C> 
1 Year           $  508  $  563  $  147   $  72  $  508  $  168  $  147  $  72

3 Years          $  695  $  839  $  456   $ 224  $  695  $  520  $  456  $ 224

5 Years          $  898  $1,011  $  787   $ 390  $  898  $  897  $  787  $ 390

10 Years         $1,481  $1,754  $1,724   $ 871  $1,481  $1,754  $1,724  $ 871
</TABLE>     

HOW THE FUND IS INVESTED (AS OF 5/31/98)

PORTFOLIO STATISTICS

Weighted Average Maturity          20.6 years

Weighted Average Duration           7.6 years

Weighted Average Credit Quality           AA

Number of Issues                          60

CREDIT QUALITY

AAA                                     49%

AA                                      24%

A                                       17%

BBB/NR                                  10% 

INDUSTRY DIVERSIFICATION (TOP 5)

                           [PIE CHART APPEARS HERE]

                      Utilities                     (8%)
                      Other                        (27%)
                      Tax Obligation-Limited       (20%)
                      Health Care                  (20%)
                      U.S. Guaranteed              (13%)
                      Housing-Multifamily          (12%)
    
1.  Class A total returns reflect actual performance for all periods; Class B, C
    and R total returns reflect actual performance for periods since class
    inception, and Class A performance for periods prior to class inception,
    adjusted for the differences in fees between the classes (see "What are the
    Costs of Investing?"). The year-to-date return as of 6/30/98 was 2.69%.    
    
2.  Market Benchmark returns reflect the performance of the Lehman Brothers
    Municipal Bond Index, an unmanaged index comprised of a broad range of
    investment-grade municipal bonds.    
    
3.   Peer Group returns represent the average annualized returns of the funds in
     the Lipper Kansas Municipal Debt Category. Returns assume reinvestment of
     dividends and do not reflect any applicable sales charges.    

4.   As a percent of offering price unless otherwise noted. Authorized Dealers
     and other firms may charge additional fees for shareholder transactions or
     for advisory services. Please see their materials for details.

5.   Class R shares may be purchased only under limited circumstances, or by
     specified classes of investors. See "How You Can Buy and Sell Shares.

6.   Reduced sales charges apply to purchases of $50,000 or more. See "How You
     Can Buy and Sell Shares."

7.   As a percentage of lesser of purchase price or redemption proceeds.

8.   Certain Class A purchases at net asset value of $1 million or more may be
     subject to a contingent deferred sales charge (CDSC) if redeemed within 18
     months of purchase. See "How You Can Buy and Sell Shares."

9.   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%
     during the fourth, 2% during the fifth and 1% during the sixth year.

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

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

 
                                                          Section 1  The Funds 3
 
<PAGE>   8
 
                 NUVEEN FLAGSHIP KENTUCKY MUNICIPAL BOND FUND

     Fund Overview

     Investment Objective

     The investment objective of the fund is to provide you with as high a level
     of current interest income exempt from regular federal, state and, in some
     cases, local income taxes as is consistent with preservation of capital.

     How the Fund Pursues Its Objective

    
     The fund purchases only quality municipal bonds that are rated investment
     grade (AAA/Aaa to BBB/Baa) at the time of purchase by independent ratings
     agencies. The fund may buy non-rated municipal bonds if the fund's
     investment adviser judges them to be investment grade.

     The fund's investment adviser uses a value-oriented strategy and looks for
     higher-yielding and undervalued municipal bonds that offer the potential
     for above-average total return.     

     What are the Risks of Investing in the Fund?

    
     The principal risks of investing in the fund are interest rate and credit
     risk. Interest rate risk is the risk that interest rates will rise, causing
     bond prices to fall. Credit risk is the risk that an issuer of a municipal
     bond will be unable to make interest and principal payments. In general,
     lower rated bonds carry greater credit risk. The fund may bear additional
     risk because it invests primarily in Kentucky bonds. As with any mutual
     fund investment, loss of money is a risk of investing.     

    
     The fund seeks to limit risk by buying investment grade quality bonds in a
     variety of industry sectors.     

     Is This Fund Right For You?

     The fund may be a suitable investment for you if you seek to:

      . Earn regular monthly tax-free dividends;

      . Preserve investment capital over time;

      . Reduce taxes on investment income;
          
      . Set aside money systematically for retirement, estate planning or
        college funding.

     You should not invest in this fund if you seek to:

      . Pursue an aggressive, high-growth investment strategy;

      . Invest through an IRA or 401(k) plan;

      . Avoid fluctuations in share price.

     How The Fund Has Performed
    
     The fund's investment adviser is Nuveen Advisory Corp., Nuveen's Premier
     Adviser(SM) for municipal bond investing. The chart and table below
     illustrate annual fund returns for each of the past ten years as well as
     annualized fund, peer group and market benchmark returns for the one-, 
     five- and ten-year periods ending December 31, 1997. This information is
     intended to help you assess the variability of fund returns over the past
     ten years (and consequently, the potential rewards and risks of a fund
     investment).     

     TOTAL RETURNS/1/

                           [BAR CHART APPEARS HERE]

                            Class A Annual Returns

                               1988       13.5%
                               1989       10.8%
                               1990        6.5%
                               1991       12.4%
                               1992        9.3%
                               1993       12.3%
                               1994       -5.4%
                               1995       17.3%
                               1996        3.9%
                               1997        9.1%
    
     During the ten years ending December 31, 1997, the highest and lowest
     quarterly returns were 7.13% and -5.54%, respectively for the quarters
     ending 3/31/95 and 3/31/94. The bar chart and highest/lowest quarterly
     returns do not reflect sales charges, which would reduce returns, while the
     1-, 5- and 10-year average annual return table does.    

     <TABLE>    
     <CAPTION>
                                             Average Annual Total Returns for              
                                           the Periods Ending December 31, 1997    
      Class                        1 Year              5 Year              10 Year              
      ------------------------------------------------------------------------------
      <S>                          <C>                 <C>                 <C>                                 
      Class A (Offer)              4.46%               6.21%               8.32%         
      Class A (NAV)                9.08%               7.12%               8.79%         
      Class B                      4.29%               6.34%               8.31%         
      Class C                      8.41%               6.52%               8.19%         
      Class R                      9.11%               7.13%               8.79%         
      ------------------------------------------------------------------------------
      LB Market                                                                          
           Benchmark/2/            9.19%               7.36%               8.58%         
      Lipper                                                                             
           Peer Group/3/           8.43%               6.80%               8.42%          
      </TABLE>     

4 Section 1 The Funds
<PAGE>   9
 
What are the Costs of Investing?

Shareholder Transaction Expenses/4/

Paid Directly From Your Investment

Share Class                                 A          B       C         R/5/
- -----------------------------------------------------------------------------
Maximum Sales Charge Imposed
on Purchases                                4.20%/6/   None    None      None

Maximum Sales Charge Imposed
on Reinvested Dividends                     None       None    None      None

Exchange Fees                               None       None    None      None

Deferred Sales Charge/7/                    None/8/    5%/9/   1%/10/    None

Annual Fund Operating Expenses/11/

Paid From Fund Assets

Share Class                                  A         B       C       R
- ----------------------------------------------------------------------------
Management Fees                               .54%      .54%    .54%    .54%

12b-1 Distribution and Service Fees           .20%      .95%    .75%     --%
    
Other Expenses                                .10%      .10%    .10%    .10%
     

Total Annual Fund Operating

Expenses-Gross                                .84%     1.59%   1.39%    .64%

    
After Expense Reimbursements     

Reimbursements                               (.07%)    (.05%)  (.06%)  (.06%)

Total Annual Fund Operating Expenses-Net      .77%     1.54%   1.33%    .58%

    
The following example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  It assumes you
invest $10,000 in the fund for the time period indicated and then either redeem
or do not redeem your shares at the end of a period. The example assumes that
your investment has a 5% return each year and that the fund's operating expenses
remain the same.  Your actual returns and costs may be higher or lower.     

<TABLE>    
<CAPTION>
                             Redemption                           No Redemption
Share Class        A        B         C       R        A           B          C        R
- -----------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 1 Year        $  502    $  557    $  142    $ 65      $  502    $  162    $  142    $ 65
 3 Years       $  677    $  821    $  440    $205      $  677    $  502    $  440    $205
 5 Years       $  866    $  980    $  761    $357      $  866    $  866    $  761    $357
10 Years       $1,414    $1,688    $1,669    $798      $1,414    $1,688    $1,669    $798
</TABLE>     

How the Fund Is Invested (as of 5/31/98)

    Portfolio Statistics                               
                                                        
    Weighted Average Maturity             20.3 years   
    Weighted Average Duration              6.4 years   
    Weighted Average Credit Quality               AA   
    Number of Issues                             177   
                                                        
    Credit Quality                                     

    AAA                                          52%   
    AA                                            6%   
    A                                            24%   
    BBB/NR                                       18%   
    
    Industry Diversification (Top 5)                   
                                                        
                           [PIE CHART APPEARS HERE]

                       Water/Sewer                  (6%)
                       Other                       (29%)
                       Tax Obligation-Limited      (23%)
                       Health Care                 (23%)
                       Utilities                   (10%)
                       U.S.Guaranteed               (9%)
    
    1.  Class A total returns reflect actual performance for all periods; Class
        B, C and R total returns reflect actual performance for periods since
        class inception, and Class A performance for periods prior to class
        inception, adjusted for the differences in fees between the classes (see
        "What are the Costs of Investing?"). The year-to-date return as of
        6/30/98 was 2.44%.    

    2.  Market Benchmark returns reflect the performance of the Lehman Brothers
        Municipal Bond Index, an unmanaged index comprised of a broad range of
        investment-grade municipal bonds.
 
    3.  Peer Group returns represent the average annualized returns of the      
        funds in the Lipper Kentucky Municipal Debt Category. Returns assume    
        reinvestment of dividends and do not reflect any applicable sales       
        charges.                                       
                                                                                
    4.  As a percent of offering price unless otherwise noted. Authorized       
        Dealers and other firms may charge additional fees for shareholder      
        transactions or for advisory services. Please see their materials for   
        details.                                                                
                                                                                
    5.  Class R shares may be purchased only under limited circumstances, or by 
        specified classes of investors. See "How You Can Buy and Sell Shares."  
                                                                                
    6.  Reduced sales charges apply to purchases of $50,000 or more. See "How   
        You Can Buy and Sell Shares."                                           
                                                                                
    7.  As a percentage of lesser of purchase price or redemption proceeds.     
                                                                                
    8.  Certain Class A purchases at net asset value of $1 million or more may  
        be subject to a contingent deferred sales charge (CDSC) if redeemed     
        within 18 months of purchase. See "How You Can Buy and Sell Shares."    
                                                                                
    9.  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% during the fourth, 2% during the fifth and 1% during the sixth year. 
                                                                                
    10. Class C shares redeemed within one year of purchase are subject to a 1% 
        CDSC.                                                                   
                                                                                
    11. Long-term holders of Class B and Class C shares may pay more in Rule    
        12b-1 fees and CDSCs than the economic equivalent of the maximum front- 
        end sales charge permitted under the National Association of Securities 
        Dealers Conduct Rules.    

                                                         Section 1  The Funds  5
<PAGE>   10
 
           NUVEEN FLAGSHIP KENTUCKY LIMITED TERM MUNICIPAL BOND FUND

     Fund Overview

     INVESTMENT OBJECTIVE

     The investment objective of the fund is to provide you with as high a level
     of current interest income exempt from regular federal, state and, in some
     cases, local income taxes as is consistent with preservation of capital.

     HOW THE FUND PURSUES ITS OBJECTIVE
    
     The fund purchases only quality municipal bonds that are rated investment
     grade (AAA/Aaa to BBB/Baa) at the time of purchase by independent ratings
     agencies. The fund may buy non-rated municipal bonds if the fund's
     investment adviser judges them to be investment grade.

     The fund's investment adviser uses a value-oriented strategy and looks for
     higher-yielding and undervalued municipal bonds that offer the potential
     for above-average total return.    

     WHAT ARE THE RISKS OF INVESTING IN THE FUND?

    
     The principal risks of investing in the fund are interest rate and credit
     risk. Interest rate risk is the risk that interest rates will rise, causing
     bond prices to fall. Credit risk is the risk that an issuer of a municipal
     bond will be unable to make interest and principal payments. In general,
     lower rated bonds carry greater credit risk. The fund may bear additional
     risk because it invests primarily in Kentucky bonds. The fund is
     non-diversified, and may invest more of its assets in a single issuer than
     a diversified fund. Greater concentration may increase risk. As with any
     mutual fund investment, loss of money is a risk of investing.    
    
     The fund seeks to limit risk by buying investment grade quality bonds in a
     variety of industry sectors.     

     IS THIS FUND RIGHT FOR YOU?

     The fund may be a suitable investment for you if you seek to:

          . Earn regular monthly tax-free dividends;

          . Preserve investment capital over time;

          . Reduce taxes on investment income;
          
          . Set aside money systematically for retirement, estate planning or
            college funding.

     You should not invest in this fund if you seek to:

          . Pursue an aggressive, high-growth investment strategy;

          . Invest through an IRA or 401(k) plan;

          . Avoid fluctuations in share price.

     HOW THE FUND HAS PERFORMED

    
     The fund's investment adviser is Nuveen Advisory Corp., Nuveen's Premier
     Adviser(SM) for municipal bond investing. The chart and table below
     illustrate annual fund returns for each of the past two years as well as
     annualized fund, peer group and market benchmark returns for the one-year
     and inception periods ending December 31, 1997. This information is
     intended to help you assess the variability of fund returns over the past
     two years (and consequently, the potential rewards and risks of a fund
     investment).    

     TOTAL RETURNS/1/

                           [BAR CHART APPEARS HERE]

                            Class A Annual Returns

                                 1996     4.4%
                                 1997     6.9%
    
     From inception in September 1995 to December 31, 1997, the highest and
     lowest quarterly returns were 2.70% and .21%, respectively for the quarters
     ending 12/31/95 and 3/31/96. The bar chart and highest/lowest quarterly
     returns do not reflect sales charges, which would reduce returns, while the
     average annual return table does.    

    
<TABLE>
<CAPTION>
                                             Average Annual Total Returns for   
                                           the Periods Ending December 31, 1997 
                                           ------------------------------------ 
     Class                         1 Year                             Inception 
     -------------------------------------------------------------------------- 
     <S>                           <C>                                <C>       
     Class A (Offer)               4.28%                                  5.06% 
     Class A (NAV)                 6.91%                                  6.24% 
     Class C                       6.57%                                  5.87% 
     Class R                       7.01%                                  6.29% 
     -------------------------------------------------------------------------- 
     LB Market                                                                  
          Benchmark/2/             6.38%                                  5.65% 
     Lipper                                                                     
          Peer Group/3/            5.61%                                  4.96% 
     </TABLE>                                                      

6  Section 1  The Funds  
<PAGE>   11
 
What are the Costs of Investing?

 SHAREHOLDER TRANSACTION EXPENSES/4/

Paid Directly From Your Investment

    
<TABLE> 
<CAPTION> 
Share Class                                 A         C       R/5/
- ------------------------------------------------------------------
<S>                                         <C>       <C>     <C> 
 Maximum Sales Charge Imposed on
 Purchases                                  2.50%/6/  None    None
- ------------------------------------------------------------------
 Maximum Sales Charge Imposed on
 Reinvested Dividends                       None      None    None
- ------------------------------------------------------------------
 Exchange Fees                              None      None    None
- ------------------------------------------------------------------
 Deferred Sales Charge/7/                   None/8/    1%/9/  None
- ------------------------------------------------------------------
</TABLE>      

 ANNUAL FUND OPERATING EXPENSES/10/

Paid From Fund Assets

    
<TABLE> 
<CAPTION> 
Share Class                                      A      C       R
- -------------------------------------------------------------------
<S>                                            <C>     <C>     <C> 
 Management Fees                               .45%    .45%    .45%
- -------------------------------------------------------------------
 12b-1 Distribution and Service Fees           .20%    .55%     --%
- -------------------------------------------------------------------
 OTHER EXPENSES                                .69%    .69%    .68%
- -------------------------------------------------------------------

 Total Annual Fund Operating

 Expenses-Gross                               1.34%   1.69%   1.13%

 After Expense Reimbursements
- -------------------------------------------------------------------
Reimbursements                                (.68%)  (.68%)  (.67%)
- -------------------------------------------------------------------
Total Annual Fund Operating Expenses-Net       .66%   1.01%    .46%
- -------------------------------------------------------------------
</TABLE>     

The following example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  It assumes you
invest $10,000 in the fund for the time period indicated and then either redeem
or do not redeem your shares at the end of a period. The example assumes that
your investment has a 5% return each year and that the fund's operating expenses
remain the same.  Your actual returns and costs may be higher or lower.

    
<TABLE>
<CAPTION>
                         Redemption                  No Redemption
Share Class          A         C         R        A        C        R
- -----------------------------------------------------------------------
<S>               <C>       <C>       <C>      <C>     <C>       <C>
 1 Year           $  383    $  172    $  115   $  383   $  172   $  115
- -----------------------------------------------------------------------
 3 Years          $  664    $  533    $  359   $  664   $  533   $  359
- -----------------------------------------------------------------------
 5 Years          $  966    $  918    $  622   $  966   $  918   $  622
- -----------------------------------------------------------------------
 10 Years         $1,822    $1,998    $1,375   $1,822   $1,998   $1,375
- -----------------------------------------------------------------------
</TABLE>     

How the Fund Is Invested (as of 5/31/98)

 PORTFOLIO STATISTICS

Weighted Average Maturity              6.1 years
- ------------------------------------------------
Weighted Average Duration              5.0 years
- ------------------------------------------------
Weighted Average Credit Quality               AA
- ------------------------------------------------
Number of Issues                              33
- ------------------------------------------------

 CREDIT QUALITY

AAA                                          45%
- ------------------------------------------------
AA                                           19%
- ------------------------------------------------
A                                            25%
- ------------------------------------------------
BBB/NR                                       11%
- ------------------------------------------------

INDUSTRY DIVERSIFICATION (TOP 5)

                           [PIE CHART APPEARS HERE]

                       Transportation               (9%)
                       Health Care                 (23%)
                       Tax Obligation-Limited      (22%)
                       Other                       (22%)
                       Education and Civic         
                        Organizations              (14%)
                       Housing-Multifamily         (10%)
    
1.   Class A total returns reflect actual performance for all periods; Class C
     and R total returns reflect actual performance for periods since class
     inception, and Class A performance for periods prior to class inception,
     adjusted for the differences in fees between the classes (see "What are the
     Costs of Investing?"). The year-to-date return as of 6/30/98 was 
     1.78%.     
    
2.   Market Benchmark returns reflect the performance of the Lehman Brothers 5
     Year Municipal Bond Index, an unmanaged index comprised of a broad range of
     investment-grade municipal bonds.     

    
3.   Peer Group returns represent the average annualized returns of the funds in
     the Lipper Other States Short-Intermediate Municipal Debt Category. Returns
     assume reinvestment of dividends and do not reflect any applicable sales
     charges.     

4.   As a percent of offering price unless otherwise noted. Authorized Dealers
     and other firms may charge additional fees for shareholder transactions or
     for advisory services. Please see their materials for details.

5.   Class R shares may be purchased only under limited circumstances, or by
     specified classes of investors. See "How You Can Buy and Sell Shares."

6.   Reduced sales charges apply to purchases of $50,000 or more.  See "How You
     Can Buy and Sell Shares."

7.   As a percentage of lesser of purchase price or redemption proceeds.

8.   Certain Class A purchases at net asset value of $1 million or more may be
     subject to a contingent deferred sales charge (CDSC) if redeemed within 18
     months of purchase. See "How You Can Buy and Sell Shares."

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

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

                                                          Section 1 The Funds  7
<PAGE>   12
 
                 NUVEEN FLAGSHIP MICHIGAN MUNICIPAL BOND FUND
                                                        
     Fund Overview                                      
    
     Investment Objective                               
                                                        
     The investment objective of the fund is to provide you with as high a level
     of current interest income exempt from regular federal, state and, in some
     cases, local income taxes as is consistent with preservation of capital.

     How the Fund Pursues Its Objective  
                                         
    
     The fund purchases only quality municipal bonds that are rated investment
     grade (AAA/Aaa to BBB/Baa) at the time of purchase by independent ratings
     agencies. The fund may buy non-rated municipal bonds if the fund's
     investment adviser judges them to be investment grade.

     The fund's investment adviser uses a value-oriented strategy and looks for
     higher-yielding and undervalued municipal bonds that offer the potential
     for above-average total return.     

     What are the Risks of Investing in the Fund? 
 
    
     The principal risks of investing in the fund are interest rate and credit
     risk. Interest rate risk is the risk that interest rates will rise, causing
     bond prices to fall. Credit risk is the risk that an issuer of a municipal
     bond will be unable to make interest and principal payments. In general,
     lower rated bonds carry greater credit risk. The fund may bear additional
     risk because it invests primarily in Michigan bonds. As with any mutual
     fund investment, loss of money is a risk of investing.     

    
     The fund seeks to limit risk by buying investment grade quality bonds in a
     variety of industry sectors.     

     Is This Fund Right For You?

     The fund may be a suitable investment for you if you seek to:

      .   Earn regular monthly tax-free dividends;       

      .   Preserve investment capital over time;

      .   Reduce taxes on investment income;   
          
      .   Set aside money systematically for retirement, estate planning or
          college funding.

     You should not invest in this fund if you seek to:

      .   Pursue an aggressive, high-growth investment strategy;

      .   Invest through an IRA or 401(k) plan;                 

      .   Avoid fluctuations in share price.                    

     How the Fund Has Performed 
                                                                      
     The fund's investment adviser is Nuveen Advisory Corp., Nuveen's Premier
     Adviser(SM) for municipal bond investing. The chart and table below
     illustrate annual fund returns for each of the past ten years as well as
     annualized fund, peer group and market benchmark returns for the one-, 
     five- and ten-year periods ending December 31, 1997. This information is
     intended to help you assess the variability of fund returns over the past
     ten years (and consequently, the potential rewards and risks of a fund
     investment).     

     Total Returns(1)

                           [BAR CHART APPEARS HERE]

                            Class A Annual Returns

                               1988       12.5%
                               1989       10.2%
                               1990        5.3%
                               1991       11.6%
                               1992        9.6%
                               1993       12.0%
                               1994       -5.0%
                               1995       16.3%
                               1996        3.8%
                               1997        8.9%
    
     During the ten years ending December 31, 1997, the highest and lowest
     quarterly returns were 6.10% and -5.31%, respectively for the quarters
     ending 3/31/95 and 3/31/94. The bar chart and highest/lowest quarterly
     returns do not reflect sales charges, which would reduce returns, while the
     1-, 5- and 10-year average annual return table does.     

     <TABLE>    
     <CAPTION>                                       
                                      Average Annual Total Returns for     
                                    the Periods Ending December 31, 1997   
     Class                         1 Year         5 Year         10 Year   
     -------------------------------------------------------------------     
     <S>                           <C>            <C>            <C>    
     Class A (Offer)               4.38%          6.02%          7.89%  
     Class A (NAV)                 8.93%          6.93%          8.36%  
     Class B                       4.22%          6.17%          7.89%  
     Class C                       8.34%          6.26%          7.72%  
     Class R                       9.13%          6.97%          8.38%  
     -------------------------------------------------------------------
     LB Market                                                         
          Benchmark/2/             9.19%          7.36%          8.58%  
     Lipper                                                            
          Peer Group/3/            8.50%          6.66%          8.24% 
     </TABLE>     

8  Section 1  The Funds 
<PAGE>   13
 
What are the Costs of Investing?
 
 Shareholder Transaction Expenses/4/

Paid Directly From Your Investment

Share Class                             A          B        C         R/5/
- --------------------------------------------------------------------------
Maximum Sales Charge Imposed
on Purchases                            4.20%/6/   None     None      None

Maximum Sales Charge Imposed
on Reinvested Dividends                 None       None     None      None

Exchange Fees                           None       None     None      None

Deferred Sales Charge/7/                None/8/      5%/9/    1%/1/   None

Annual Fund Operating Expenses/11/

Paid From Fund Assets
    
Share Class                                  A        B      C       R
- -------------------------------------------------------------------------
Management Fees                              .54%      .54%   .54%   .54%

12b-1 Distribution and Service Fees          .20%      .95%   .75%    --%

Other Expenses                               .10%      .10%   .10%   .10%

Total Operating Expenses                     .84%     1.59%  1.39%   .64%
     
The following example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  It assumes you
invest $10,000 in the fund for the time period indicated and then either redeem
or do not redeem your shares at the end of a period. The example assumes that
your investment has a 5% return each year and that the fund's operating expenses
remain the same.  Your actual returns and costs may be higher or lower.

<TABLE>    
<CAPTION>
                                   Redemption                    No Redemption
Share Class    A           B          C           R         A         B         C         R
- ----------------------------------------------------------------------------------------------
<S>            <C>         <C>        <C>         <C>       <C>       <C>       <C>       <C>
 1 Year        $  502      $  557     $  142      $ 65      $  502    $  162    $  142    $ 65
 3 Years       $  677      $  821     $  440      $205      $  677    $  502    $  440    $205
 5 Years       $  866      $  980     $  761      $357      $  866    $  866    $  761    $357
10 Years       $1,414      $1,688     $1,669      $798      $1,414    $1,688    $1,669    $798
</TABLE>     

How the Fund Is Invested (as of 5/31/98)

Portfolio Statistics

Weighted Average Maturity          18.1 years
Weighted Average Duration           6.5 years
Weighted Average Credit Quality            AA
Number of Issues                           56

Credit Quality
AAA                                       54%
AA                                        19%
A                                         14%
BBB/NR                                    13%

Industry Diversification (Top 5)

[PIE CHART APPEARS HERE]

                       Tax Obligation-Limited      (16%)
                       Other                       (21%)
                       Tax Obligation-General      (16%)
                       Health Care                 (24%)
                       U.S. Guaranteed             (17%)
                       Water/Sewer                  (6%)
    
1. Class A total returns reflect actual performance for all periods; Class B, C
   and R total returns reflect actual performance for periods since class 
   inception, and Class A performance for periods prior to class inception, 
   adjusted for the differences in fees between the classes (see "What are 
   the Costs of Investing?"). The year-to-date return as of 6/30/98 was 
   2.43%.    

2.  Market Benchmark returns reflect the performance of the Lehman Brothers
    Municipal Bond Index, an unmanaged index comprised of a broad range of
    investment-grade municipal bonds.
    
3.  Peer Group returns represent the average annualized returns of the funds in
    the Lipper Michigan Municipal Debt Category. Returns assume reinvestment of
    dividends and do not reflect any applicable sales charges.     

4.  As a percent of offering price unless otherwise noted. Authorized Dealers
    and other firms may charge additional fees for shareholder transactions or
    for advisory services. Please see their materials for details.

5.  Class R shares may be purchased only under limited circumstances, or by
    specified classes of investors. See "How You Can Buy and Sell Shares."

6.  Reduced sales charges apply to purchases of $50,000 or more.  See "How You
    Can Buy and Sell Shares."

7.  As a percentage of lesser of purchase price or redemption proceeds.

8.  Certain Class A purchases at net asset value of $1 million or more may be
    subject to a contingent deferred sales charge (CDSC) if redeemed within 18
    months of purchase. See "How You Can Buy and Sell Shares."

9.  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% during
    the fourth, 2% during the fifth and 1% during the sixth year.

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

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

                                                         Section 1  The Funds  9
<PAGE>   14
 
                 NUVEEN FLAGSHIP MISSOURI MUNICIPAL BOND FUND
                                                   
     Fund Overview                                 

     Investment Objective                          
                                                   
     The investment objective of the fund is to provide you with as high a level
     of current interest income exempt from regular federal, state and, in some
     cases, local income taxes as is consistent with preservation of capital.

     How the Fund Pursues Its Objective
                                       
    
     The fund purchases only quality municipal bonds that are rated investment
     grade (AAA/Aaa to BBB/Baa) at the time of purchase by independent ratings
     agencies. The fund may buy non-rated municipal bonds if the fund's
     investment adviser judges them to be investment grade.

     The fund's investment adviser uses a value-oriented strategy and looks for
     higher-yielding and undervalued municipal bonds that offer the potential
     for above-average total return.     

     What are the Risks of Investing in the Fund?
                                                     
     The principal risks of investing in the fund are interest rate and credit
     risk. Interest rate risk is the risk that interest rates will rise, causing
     bond prices to fall. Credit risk is the risk that an issuer of a municipal
     bond will be unable to make interest and principal payments. In general,
     lower rated bonds carry greater credit risk. The fund may bear additional
     risk because it invests primarily in Missouri bonds. The fund is
     non-diversified, and may invest more of its assets in a single issuer than
     a diversified fund. Greater concentration may increase risk. As with any
     mutual fund investment, loss of money is a risk of investing.    
    
     The fund seeks to limit risk by buying investment grade quality bonds in a
     variety of industry sectors.     

     Is This Fund Right For You?

     The fund may be a suitable investment for you if you seek to:

       .    Earn regular monthly tax-free dividends;  

       .    Preserve investment capital over time;    

       .    Reduce taxes on investment income;        

       .    Set aside money systematically for retirement, estate planning or
            college funding.

     You should not invest in this fund if you seek to:  

       .    Pursue an aggressive, high-growth investment strategy;  

       .    Invest through an IRA or 401(k) plan;                   

       .    Avoid fluctuations in share price.                      
                                                                    
     How the Fund Has Performed  
     
         
     The fund's investment adviser is Nuveen Advisory Corp., Nuveen's Premier
     Adviser(SM) for municipal bond investing. The chart and table below
     illustrate annual fund returns for each of the past ten years as well as
     annualized fund, peer group and market benchmark returns for the one-, 
     five- and ten-year periods ending December 31, 1997. This information is
     intended to help you assess the variability of fund returns over the past
     ten years (and consequently, the potential rewards and risks of a fund
     investment).     

     Total Returns/1/
                     
                           [Bar Chart Appears Here]

                            Class A Annual Returns

                               1988       10.5%
                               1989       10.2%
                               1990        6.4%
                               1991       12.0%
                               1992        9.0%
                               1993       13.5%
                               1994       -6.1%
                               1995       16.3%
                               1996        3.9%
                               1997        9.4%
    
     During the ten years ending December 31, 1997, the highest and lowest
     quarterly returns were 6.61% and -5.65%, respectively for the quarters
     ending 3/31/95 and 3/31/94. The bar chart and highest/lowest quarterly
     returns do not reflect sales charges, which would reduce returns, while the
     1-, 5- and 10-year average annual return table does.     

     <TABLE>     
     <CAPTION>
                                  Average Annual Total Returns for              
                                the Periods Ending December 31, 1997
                                ------------------------------------
     Class                     1 Year        5 Year         10 Year            
     --------------------------------------------------------------- 
     <S>                      <C>            <C>            <C>       
     Class A (Offer)          4.79%          6.17%          7.87%     
     Class A (NAV)            9.35%          7.09%          8.34%     
     Class B                  4.47%          6.29%          7.86%     
     Class C                  8.76%          6.48%          7.74%     
     Class R                  9.45%          7.10%          8.35%  
     ---------------------------------------------------------------     
     LB Market                                                     
          Benchmark/2/        9.19%          7.36%          8.58%        
     Lipper                                                              
          Peer Group/3/       8.69%          6.75%          8.29%        
     </TABLE>     

10 Section 1 The Funds
<PAGE>   15
 
What are the Costs of Investing?

 Shareholder Transaction Expenses/4/

Paid Directly From Your Investment

Share Class                             A         B         C         R/5/
- --------------------------------------------------------------------------
Maximum Sales Charge Imposed
on Purchases                            4.20%/6/  None      None      None

Maximum Sales Charge Imposed
on Reinvested Dividends                 None      None      None      None

Exchange Fees                           None      None      None      None

Deferred Sales Charge/7/                None/8/    5%/9/    1%/10/    None

 Annual Fund Operating Expenses/11/

Paid From Fund Assets

Share Class                                  A         B       C       R
- ---------------------------------------------------------------------------
Management Fees                              .54%       .54%    .54%   .54%

12b-1 Distribution and Service Fees          .20%       .95%    .75%    --%
    
Other Expenses                               .13%       .13%    .13%   .13%     

Total Operating Expenses                     .87%      1.62%   1.42%   .67%


The following example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  It assumes you
invest $10,000 in the fund for the time period indicated and then either redeem
or do not redeem your shares at the end of a period. The example assumes that
your investment has a 5% return each year and that the fund's operating expenses
remain the same.  Your actual returns and costs may be higher or lower.

<TABLE>
<CAPTION>
                              Redemption                           No Redemption
Share Class       A         B          C        R          A        B        C         R
- -----------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 1 Year        $  505    $  560    $  145    $ 68      $  505    $  165    $ 145     $ 68
 3 Years       $  686    $  830    $  449    $214      $  686    $  511    $ 449     $214
 5 Years       $  882    $  996    $  776    $373      $  882    $  881    $  776    $373
10 Years       $1,448    $1,721    $1,702    $835      $1,448    $1,721    $1,702    $835
</TABLE>

How the Fund Is Invested (as of 5/31/98)

Portfolio Statistics

Weighted Average Maturity               19.5 years
Weighted Average Duration                7.2 years
Weighted Average Credit Quality                AA-
Number of Issues                               143

Credit Quality
AAA                                            61%
AA                                             10%
A                                              12%
BBB/NR                                         17%

Industry Diversification (Top 5)

[PIE CHART APPEARS HERE]

                       Tax Obligation-Limited     (17%)
                       Other                      (34%)
                       Housing-Single-Family       (8%)
                       Health Care                (17%)
                       U.S. Guaranteed            (13%)
                       Housing-Multifamily        (11%)
    
1.   Class A total returns reflect actual performance for all periods; Class B,
     C and R total returns reflect actual performance for periods since class
     inception, and Class A performance for periods prior to class inception,
     adjusted for the differences in fees between the classes (see "What are the
     Costs of Investing?"). The year-to-date return as of 6/30/98 was 2.50%.
     
2.   Market Benchmark returns reflect the performance of the Lehman Brothers
     Municipal Bond Index, an unmanaged index comprised of a broad range of
     investment-grade municipal bonds.
    
3.   Peer Group returns represent the average annualized returns of the funds in
     the Lipper Missouri Category. Returns assume reinvestment of dividends and
     do not reflect any applicable sales charges.     

4.   As a percent of offering price unless otherwise noted. Authorized Dealers
     and other firms may charge additional fees for shareholder transactions or
     for advisory services. Please see their materials for details.

5.   Class R shares may be purchased only under limited circumstances, or by
     specified classes of investors. See "How You Can Buy and Sell Shares."

6.   Reduced sales charges apply to purchases of $50,000 or more.  See "How You
     Can Buy and Sell Shares."

7.   As a percentage of lesser of purchase price or redemption proceeds.

8.   Certain Class A purchases at net asset value of $1 million or more may be
     subject to a contingent deferred sales charge (CDSC) if redeemed within 18
     months of purchase. See "How You Can Buy and Sell Shares."

9.   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%
     during the fourth, 2% during the fifth and 1% during the sixth year.

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

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

                                                          Section 1 The Funds 11
<PAGE>   16
 
                   NUVEEN FLAGSHIP OHIO MUNICIPAL BOND FUND
                                         
     Fund Overview                       
                                         
     Investment Objective                
                                         
     The investment objective of the fund is to provide you with as high a level
     of current interest income exempt from regular federal, state and, in some
     cases, local income taxes as is consistent with preservation of capital.
     
     How the Fund Pursues Its Objective  
     
     The fund purchases only quality municipal bonds that are rated investment
     grade (AAA/Aaa to BBB/Baa) at the time of purchase by independent ratings
     agencies. The fund may buy non-rated municipal bonds if the fund's
     investment adviser judges them to be investment grade.
                                                
     The fund's investment adviser uses a value-oriented strategy and looks for
     higher-yielding and undervalued municipal bonds that offer the potential
     for above-average total return.    
 
     What are the Risks of Investing in the Fund?

                                                 
     The principal risks of investing in the fund are interest rate and credit
     risk. Interest rate risk is the risk that interest rates will rise, causing
     bond prices to fall. Credit risk is the risk that an issuer of a municipal
     bond will be unable to make interest and principal payments. In general,
     lower rated bond carry greater credit risk. The fund may bear additional
     risk because it invests primarily in Ohio bonds. As with any mutual fund
     investment, loss of money is a risk of investing.     

     
     The fund seeks to limit risk by buying investment grade quality bonds in a
     variety of industry sectors.     

     Is This Fund Right For You?      

     The fund may be a suitable investment for you if you seek to:    

      .   Earn regular monthly tax-free dividends;               
      
      .   Preserve investment capital over time;                    
      
      .   Reduce taxes on investment income;                        
      
      .   Set aside money systematically for retirement, estate planning or
          college funding.

     You should not invest in this fund if you seek to:               

      .   Pursue an aggressive, high-growth investment strategy;      

      .   Invest through an IRA or 401(k) plan;                       

      .   Avoid fluctuations in share price.                          

     How the Fund Has Performed
                                                                          
     The fund's investment adviser is Nuveen Advisory Corp., Nuveen's Premier
     Adviser(SM) for municipal bond investing. The chart and table below
     illustrate annual fund returns for each of the past ten years as well as
     annualized fund, peer group and market benchmark returns for the one-, 
     five- and ten-year periods ending December 31, 1997. This information is
     intended to help you assess the variability of fund returns over the past
     ten years (and consequently, the potential rewards and risks of a fund
     investment).     

     Total Returns(1)

                           [BAR CHART APPEARS HERE]

                            Class A Annual Returns

                               1988       13.1%
                               1989        9.7%
                               1990        6.2%
                               1991       11.8%
                               1992        8.5%
                               1993       11.6%
                               1994       -4.6%
                               1995       15.5%
                               1996        3.3%
                               1997        8.3%
   
     During the ten years ending December 31, 1997, the highest and lowest
     quarterly returns were 6.05% and -4.69%, respectively for the quarters
     ending 3/31/95 and 3/31/94. The bar chart and highest/lowest quarterly
     returns do not reflect sales charges, which would reduce returns, while the
     1-, 5- and 10-year average annual return table does.     

     <TABLE>   
     <CAPTION> 
                                          Average Annual Total Returns for              
                                        the Periods Ending December 31, 1997    
     Class                         1 Year              5 Year              10 Year                  
     -----------------------------------------------------------------------------
     <S>                           <C>                 <C>                 <C>                                     
     Class A (Offer)               3.74%               5.67%               7.72%   
     Class A (NAV)                 8.26%               6.57%               8.18%   
     Class B                       3.48%               5.80%               7.71%   
     Class C                       7.69%               6.00%               7.59%   
     Class R                       8.46%               6.61%               8.20%   
     -----------------------------------------------------------------------------
     LB Market                                                                             
          Benchmark/2/             9.19%               7.36%               8.58%   
     Lipper                                                                                
          Peer Group/3/            8.44%               6.85%               8.24%   
     </TABLE>     

12  Section 1  The Funds    
<PAGE>   17
 
What are the Costs of Investing?

Shareholder Transaction Expenses/4/

Paid Directly From Your Investment

Share Class                             A         B        C         R/5/
- -------------------------------------------------------------------------
Maximum Sales Charge Imposed
on Purchases                            4.20%/6/  None     None      None

Maximum Sales Charge Imposed
on Reinvested Dividends                 None      None     None      None

Exchange Fees                           None      None     None      None
 
Deferred Sales Charge/7/                None/8/    5%/9/    1%/10/   None

Annual Fund Operating Expenses/11/

Paid From Fund Assets

Share     Class                             A      B      C      R
- --------------------------------------------------------------------
Management Fees                             .53%    .53%   .53%   .53%

12b-1 Distribution and Service Fees         .20%    .95%   .75%    --%
    
Other Expenses                              .12%    .13%   .12%   .12%     

Total Operating Expenses                    .85%   1.61%  1.40%   .65% 

The following example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds. It assumes you invest
$10,000 in the fund for the time period indicated and then either redeem or do
not redeem your shares at the end of a period. The example assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. Your actual returns and costs may be higher or lower.

<TABLE>
<CAPTION>
                          Redemption                    No Redemption
Share Class      A       B         C         R         A         B         C         R
- -----------------------------------------------------------------------------------------
<S>              <C>     <C>       <C>       <C>       <C>       <C>       <C>       <C>
 1 Year         $  503   $  559    $  143    $ 66      $  503    $  164    $  143    $ 66
 3 Years        $  680   $  827    $  443    $208      $  680    $  508    $  443    $208
 5 Years        $  872   $  991    $  766    $362      $  872    $  876    $  766    $362
10 Years        $1,425   $1,708    $1,680    $810      $1,425    $1,708    $1,680    $810
</TABLE>

How the Fund Is Invested (as of 5/31/98)

Portfolio Statistics

Weighted Average Maturity               18.9 years
Weighted Average Duration                6.4 years
Weighted Average Credit Quality                 AA
Number of Issues                               273

Credit Quality
AAA                                             68%
AA                                               7%
A                                               12%
BBB/NR                                          13%

Industry Diversification (Top 5)

[PIE CHART APPEARS HERE]

                       Water/Sewer                 (7%)
                       Other                      (29%)
                       U.S. Guaranteed            (20%)
                       Tax Obligation-General     (18%)
                       Health Care                (15%)
                       Utilities                  (11%)
    
1.  Class A total returns reflect actual performance for all periods; Class B, C
    and R total returns reflect actual performance for periods since class
    inception, and Class A performance for periods prior to class inception,
    adjusted for the differences in fees between the classes (see "What are the
    Costs of Investing?"). The year-to-date return as of 6/30/98 was 2.53%.     

2.  Market Benchmark returns reflect the performance of the Lehman Brothers
    Municipal Bond Index, an unmanaged index comprised of a broad range of
    investment-grade municipal bonds.
    
3.  Peer Group returns reflect the performance of the Lipper Ohio Municipal Debt
    Index, a managed index that represents the average annualized returns of the
    30 largest funds in the Lipper Ohio Municipal Debt Category. Returns assume
    reinvestment of dividends and do not reflect any applicable sales 
    charges.     

4.  As a percent of offering price unless otherwise noted. Authorized Dealers
    and other firms may charge additional fees for shareholder transactions or
    for advisory services. Please see their materials for details.

5.  Class R shares may be purchased only under limited circumstances, or by
    specified classes of investors. See "How You Can Buy and Sell Shares."

6.  Reduced sales charges apply to purchases of $50,000 or more.  See "How You
    Can Buy and Sell Shares."

7.  As a percentage of lesser of purchase price or redemption proceeds.

8.  Certain Class A purchases at net asset value of $1 million or more may be
    subject to a contingent deferred sales charge (CDSC) if redeemed within 18
    months of purchase. See "How You Can Buy and Sell Shares."

9.  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% during
    the fourth, 2% during the fifth and 1% during the sixth year.

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

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

                                                        Section 1  The Funds  13
<PAGE>   18
 
                 NUVEEN FLAGSHIP WISCONSIN MUNICIPAL BOND FUND
                                                                             
   Fund Overview                                                             
                                                                             
   INVESTMENT OBJECTIVE                                                      

   The investment objective of the fund is to provide you with as high a level
   of current interest income exempt from regular federal income taxes as is
   consistent with preservation of capital.

   HOW THE FUND PURSUES ITS OBJECTIVE                                        
    
   The fund purchases only quality municipal bonds that are rated investment
   grade (AAA/Aaa to BBB/Baa) at the time of purchase by independent ratings
   agencies. The fund may buy non-rated municipal bonds if the fund's investment
   adviser judges them to be investment grade.

   The fund's investment adviser uses a value-oriented strategy and looks for
   higher-yielding and undervalued municipal bonds that offer the potential for
   above-average total return.     

   WHAT ARE THE RISKS OF INVESTING IN THE FUND?      
                                                     
   The principal risks of investing in the fund are interest rate and credit
   risk. Interest rate risk is the risk that interest rates will rise, causing
   bond prices to fall. Credit risk is the risk that an issuer of a municipal
   bond will be unable to make interest and principal payments. In general,
   lower rated bonds carry greater credit risk. The fund may bear additional
   risk because it invests primarily in Wisconsin bonds. The fund is
   non-diversified, and may invest more of its assets in a single issuer than a
   diversified fund. Greater concentration may increase risk. As with any mutual
   fund investment, loss of money is a risk of investing.       
           
   The fund seeks to limit risk by buying investment grade quality bonds in a
   variety of industry sectors.                                             

   IS THIS FUND RIGHT FOR YOU?           
                                         
   The fund may be a suitable investment for you if you seek to:  
                                                                  
      .    Earn regular monthly tax-free dividends;               
      .    Preserve investment capital over time;                 
      .    Reduce taxes on investment income;                     
      .    Set aside money systematically for retirement, estate planning or 
           college funding.                                                  
   You should not invest in this fund if you seek to:                        
      .    Pursue an aggressive, high-growth investment strategy;            
      .    Invest through an IRA or 401(k) plan;                             
      .    Avoid fluctuations in share price.                                
                                                                             
                                                                             
   How The Fund Has Performed                                                 
                                                                              
                                                                              
   The fund's investment adviser is Nuveen Advisory Corp, Nuveen's Premier
   Adviser(SM) for municipal bond investing. The chart and table below
   illustrate annual fund returns for each of the past three years as well as
   annualized fund, peer group and market benchmark returns for the one-year,
   and inception periods ending December 31, 1997. This information is intended
   to help you assess the variability of fund returns over the past three years
   (and consequently, the potential rewards and risks of a fund investment).    

   Total Returns/1/                                                           
                                                                              
                           [BAR CHART APPEARS HERE]

                            Class A Annual Returns 

                               1995       17.2%
                               1996        2.5%
                               1997        9.4%
                      
   From inception in June 1994 to December 31, 1997, the highest and lowest
   quarterly returns were 6.57% and -2.64%, respectively for the quarters ending
   3/31/95 and 3/31/96. The bar chart and highest/lowest quarterly returns do
   not reflect sales charges, which would reduce returns, while the average
   annual return table does.    
   
   <TABLE>                                                                   
   <CAPTION>                                                                   
                      Average Annual Total Returns for                        
                    the Periods Ending December 31, 1997                      
   Class                         1 Year     Inception                         
   -----------------------------------------------------                      
   <S>                           <C>        <C>                               
   Class A (Offer)               4.81%         6.01%                          
   Class A (NAV)                 9.40%         7.32%                          
   Class B                       4.94%         6.04%                          
   Class C                       9.05%         6.95%                          
   Class R                       9.87%         7.45%                          
   -----------------------------------------------------                      
   LB Market                                                                  
        Benchmark/2/             9.19%         8.47%                          
   Lipper                                                                     
        Peer Group/3/            8.45%         7.44%                          
   </TABLE>                                                                  
                                                                              
   14  Section 1  The Funds                                                   

<PAGE>   19
 
WHAT ARE THE COSTS OF INVESTING?

SHAREHOLDER TRANSACTION EXPENSES/4/

PAID DIRECTLY FROM YOUR INVESTMENT

Share Class                                A         B       C       R/5/
- -------------------------------------------------------------------------
Maximum Sales Charge Imposed               
on Purchases                               4.20%/6/  None    None    None

Maximum Sales Charge Imposed               
on Reinvested Dividends                    None      None    None    None

Exchange Fees                              None      None    None    None

Deferred Sales Charge/7/                   None/8/   5%/9/   1%/10/  None


ANNUAL FUND OPERATING EXPENSES/11/

PAID FROM FUND ASSETS

<TABLE>    
<CAPTION> 
Share Class                                    A       B       C       R
- -------------------------------------------------------------------------
<S>                                          <C>     <C>     <C>     <C>  
Management Fees                              .55%    .55%    .55%    .55%

12b-1 Distribution and Service Fees          .20%    .95%    .75%     --%


Other Expenses                               .61%    .58%    .59%    .57%

                                           
Total Annual Fund Operating                
                                           
Expenses-Gross+                             1.36%   2.08%   1.89%   1.12%

+After Expense Reimbursements
                                           
Reimbursements                              (.81%)  (.76%)  (.78%)  (.80%)
                                           
Total Annual Fund Operating Expenses-Net     .55%   1.32%   1.11%    .32%
</TABLE>     

The following example is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  It assumes you
invest $10,000 in the fund for the time period indicated and then either redeem
or do not redeem your shares at the end of a period. The example assumes that
your investment has a 5% return each year and that the fund's operating expenses
remain the same.  Your actual returns and costs may be higher or lower.

<TABLE>     
<CAPTION> 
                             Redemption                     No Redemption
Share Class       A          B         C        R          A       B       C       R
<S>           <C>        <C>       <C>       <C>       <C>     <C>     <C>     <C>    
1 Year        $  553     $  605    $  192    $ 114     $  553  $  211  $  192  $  114

3 Years       $  833     $  966    $  594    $ 356     $  833  $  652  $  594  $  356

5 Years       $1,133     $1,231    $1,021    $ 617     $1,133  $1,119  $1,021  $  617

10 Years      $1,986     $2,226    $2,212   $1,363     $1,986  $2,226  $2,212  $1,363
</TABLE>     

HOW THE FUND IS INVESTED (AS OF 5/31/98)

PORTFOLIO STATISTICS

Weighted Average Maturity     22.2 years

Weighted Average Duration      8.6 years

Weighted Average Credit Quality       A+

Number of Issues                      60



CREDIT QUALITY

AAA                                  41%

AA                                    5%

A                                    18%

BBB/NR                               36%

Industry Diversification (Top 5)

                           [PIE CHART APPEARS HERE]

                       Health Care                  (6%)
                       Tax Obligation-Limited      (46%)
                       Other                       (19%)
                       Long-Term Care              (10%)
                       Housing-Multifamily         (10%)
                       Utilities                    (9%)
    
1.  Class A total returns reflect actual performance for all periods; Class B, C
    and R total returns reflect actual performance for periods since class
    inception, and Class A performance for periods prior to class inception,
    adjusted for the differences in fees between the classes (see "What are the
    Costs of Investing?"). The year-to-date return as of 6/30/98 was 3.03%.     

2.   Market Benchmark returns reflect the performance of the Lehman Brothers
     Municipal Bond Index, an unmanaged index comprised of a broad range of
     investment-grade municipal bonds.
    
3.   Peer Group returns represent the average annualized returns of the funds in
     the Lipper Other States Municipal Debt Category. Returns assume
     reinvestment of dividends and do not reflect any applicable sales
     charges.    

4.   As a percent of offering price unless otherwise noted. Authorized Dealers
     and other firms may charge additional fees for shareholder transactions or
     for advisory services. Please see their materials for details.

5.   Class R shares may be purchased only under limited circumstances, or by
     specified classes of investors. See "How You Can Buy and Sell Shares."

6.   Reduced sales charges apply to purchases of $50,000 or more. See "How You
     Can Buy and Sell Shares."

7.   As a percentage of lesser of purchase price or redemption proceeds.

8.   Certain Class A purchases at net asset value of $1 million or more may be
     subject to a contingent deferred sales charge (CDSC) if redeemed within 18
     months of purchase. See "How You Can Buy and Sell Shares."

9.   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%
     during the fourth, 2% during the fifth and 1% during the sixth year.

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

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

                                                        Section 1  The Funds  15
 
<PAGE>   20
 
Section 2  How We Manage Your Money

               To help you understand the funds better, 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.
               
               Who Manages the Funds
               
               Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, IL 60606,
               ("Nuveen Advisory"), serves as the investment adviser to the
               funds and in this capacity is responsible for the selection and
               on-going monitoring of the municipal bonds in each fund's
               investment portfolio, managing the funds' business affairs and
               providing certain clerical, bookkeeping and other administrative
               services. Nuveen Advisory serves as investment adviser to
               investment portfolios with more than $35 billion in municipal
               assets under management.

               Overall investment management strategy and operating policies for
               the funds are set by the Investment Policy Committee of Nuveen
               Advisory. The Investment Policy Committee is comprised of the
               principal executive officers and portfolio managers of Nuveen
               Advisory and meets regularly to review economic conditions, the
               outlook for the financial markets in general and the status of
               the municipal markets in particular. Day-to-day operation of each
               fund and the execution of its specific investment strategies is
               the responsibility of the designated portfolio manager described
               below.

    
               Michael S. Davern has been the portfolio manager for the Kansas
               and Missouri Funds since 1992, the Michigan Fund since 1993, and
               the Wisconsin Fund since 1994. Mr. Davern became a Vice President
               of Flagship Financial Inc., the Funds' prior investment adviser
               in 1991, and subsequently became a Vice President of Nuveen
               Advisory upon the acquisition of Flagship Resources Inc. by The
               John Nuveen Company in January 1997. Mr. Davern currently manages
               investments for seventeen Nuveen-sponsored investment companies,
               including the Arizona, Colorado, and Louisiana Funds. Thomas J.
               O'Shaughnessy has been the portfolio manager for the Kentucky
               Funds since July 1998, and has been a portfolio manager for
               Nuveen Advisory since 1983. Mr. O'Shaughnessy currently manages
               investments for fourteen Nuveen-sponsored investment companies,
               including the Georgia, Florida, North Carolina, Pennsylvania, and
               Tennessee Funds. J. Thomas Futrell has been the portfolio manager
               for the Ohio Fund since July 1998. Mr. Futrell is a Chartered
               Financial Analyst and has been a Vice President of Nuveen
               Advisory since 1991. He currently manages investments for ten
               Nuveen-sponsored investment companies, including the
               Massachusetts, Massachusetts Insured, and New Jersey Funds.    

16 Section 2 How We Manage Your Money
<PAGE>   21
 
               Management Fees

               For providing these services, Nuveen Advisory is paid an annual
               management fee. The following schedule applies to each fund
               described in this prospectus except the Kentucky Limited Term
               Fund:

               --------------------------------------------------------------- 
               AVERAGE DAILY NET ASSET VALUE                    MANAGEMENT FEE
               ---------------------------------------------------------------
               For the first $125 million                              0.5500%  
               For the next $125 million                               0.5375%
               For the next $250 million                               0.5250%
               For the next $500 million                               0.5125%
               For the next $1 billion                                 0.5000%
               For assets over $2 billion                              0.4750%


    
               The following schedule applies to the Kentucky Limited Term
               Fund:    

               --------------------------------------------------------------- 
               AVERAGE DAILY NET ASSET VALUE                    MANAGEMENT FEE
               --------------------------------------------------------------- 
               For the first $125 million                              0.4500%
               For the next $125 million                               0.4375%
               For the next $250 million                               0.4250%
               For the next $500 million                               0.4125%
               For the next $1 billion                                 0.4000%
               For assets over $2 billion                              0.3750% 


    
               For the most recent fiscal year, the funds paid after expense
               reimbursements the following management fees to Nuveen Advisory,
               as a percentage of average net assets:


               Nuveen Flagship Kansas Municipal Bond Fund                  .36%
               Nuveen Flagship Kentucky Municipal Bond Fund                .47%
               Nuveen Flagship Kentucky Limited Term Municipal Bond Fund   .00%
               Nuveen Flagship Michigan Municipal Bond Fund                .54%
               Nuveen Flagship Missouri Municipal Bond Fund                .54%
               Nuveen Flagship Ohio Municipal Bond Fund                    .53%
               Nuveen Flagship Wisconsin Municipal Bond Fund               .00%
     

               What Securities We Invest In

               Each fund's investment objective may not be changed without
               shareholder approval. The following investment policies may be
               changed by the Board of Trustees without shareholder approval
               unless otherwise noted in this prospectus or the Statement of
               Additional Information.

               Municipal Obligations

               The funds invest primarily in municipal bonds that pay interest
               that is exempt from regular federal, state and, in some cases,
               local income tax. Income from these bonds may be subject to the
               federal alternative minimum tax.

                                           Section 2 How We Manage Your Money 17
<PAGE>   22
 
               States, local governments and municipalities issue municipal
               bonds to raise money for various public purposes such as building
               public facilities, refinancing outstanding obligations and
               financing general operating expenses.     

               The funds may purchase municipal bonds that represent lease
               obligations. These carry special risks because the issuer of the
               bonds may not be obligated to appropriate money annually to make
               payments under the lease. In order to reduce this risk, the funds
               will only purchase these bonds where the issuer has a strong
               incentive to continue making appropriations until maturity.
    
               Quality Municipal Bonds 

               The funds purchase only quality municipal bonds that are either
               rated investment grade (AAA/Aaa to BBB/Baa) by independent rating
               agencies at the time of purchase or are non-rated but judged to
               be investment grade by the funds' investment adviser. Each fund
               will invest at least 80% of its net assets in investment-grade
               quality municipal bonds. If suitable municipal bonds from a
               specific state are not available at attractive prices and yields,
               a fund may invest in municipal bonds of U.S. territories (such as
               Puerto Rico and Guam) which are exempt from regular federal,
               state, and local income taxes. The Michigan and Ohio Funds may
               not invest more than 20% of their net assets in these territorial
               municipal bonds.     

               Portfolio Maturity 
    
               Each fund buys municipal bonds with different maturities in
               pursuit of its investment objective, but maintains under normal
               market conditions an investment portfolio with an overall
               weighted average maturity within a defined range. The Kentucky
               Limited Term Fund maintains a weighted average portfolio maturity
               of 1 to 7 years. All of the other funds described in this
               prospectus are long-term funds and normally maintain a weighted
               average portfolio maturity of 15 to 30 years.     
    
               Short-term Investments

               Under normal market conditions, each fund may invest up to 20% of
               net assets in short-term, high quality municipal bonds. See "How
               We Manage Risk -- Hedging and Other Defensive Investment
               Strategies." The funds may invest in short-term, high quality
               taxable securities if suitable short-term municipal bonds are not
               available at reasonable prices and yields. For more information
               on eligible short-term investments, see the Statement of
               Additional Information.     

               Delayed Delivery Transactions 

               The funds may buy or sell securities on a when-issued or delayed-
               delivery basis, paying for or taking delivery of the securities
               at a later date, normally within 15 to 45 days of the trade. Such
               transactions involve an element of risk because the value of the
               security to be purchased may decline before the settlement date.

               How We Select Investments

               Nuveen Advisory selects municipal obligations for the funds based
               upon its assessment of a bond's relative value in terms of
               current yield, price, credit quality and future prospects. Nuveen
               Advisory is supported by

18 Section 2 How We Manage Your Money
<PAGE>   23
 
               Nuveen's award-winning team of specialized research analysts who
               review municipal securities available for purchase, monitor the
               continued creditworthiness of each fund's municipal investments,
               and analyze economic, political and demographic trends affecting
               the municipal markets. We utilize these resources to identify
               municipal obligations with favorable characteristics we believe
               are not yet recognized by the market. We then select those 
               higher-yielding and undervalued municipal obligations that we
               believe represent the most attractive values. 

               Portfolio Turnover

               A fund buys and sells portfolio securities in the normal course
               of its investment activities. The proportion of the fund's
               investment portfolio that is sold and replaced with new
               securities during a year is known as the fund's portfolio
               turnover rate. The funds intend to keep portfolio turnover
               relatively low in order to reduce trading costs and the
               realization of taxable capital gains. Each fund, however, may
               make limited short-term trades to take advantage of market
               opportunities or reduce market risk. 

               What the Risks Are

               Risk is inherent in all investing. Investing in a mutual fund --
               even the most conservative -- involves risk, including the risk
               that you may receive little or no return on your investment or
               even that you may lose part or all of your investment. Therefore,
               before investing you should consider carefully the following
               risks that you assume when you invest in these funds. Because of
               these and other risks, you should consider an investment in any
               of these funds to be a long-term investment.
    
               Interest rate risk: the risk that the value of the fund's
               portfolio will decline because of rising market interest rates
               (bond prices move in the opposite direction of interest rates).
               The longer the average maturity (duration) of a fund's portfolio,
               the greater its interest rate risk. See "What Securities We
               Invest In--Portfolio Maturity."


               Income risk: the risk that the income from the fund's portfolio
               will decline because of falling market interest rates. This can
               result when the fund invests the proceeds from new share sales,
               or from matured or called bonds, at market interest rates that
               are below the portfolio's current earnings rate.     

               Credit risk: the risk that an issuer of a bond is unable to meet
               its obligation to make interest and principal payments due to
               changing market conditions. Generally, lower rated bonds provide
               higher current income but are considered to carry greater credit
               risk than higher rated bonds. Year 2000 issues may affect the
               ability of municipal issuers to meet their payment obligations to
               their bond holders, and may adversely affect their credit
               ratings.

               State Concentration risk: because the funds primarily purchase
               municipal bonds from a specific state, each fund also bears
               investment risk from the economic, political or regulatory
               changes that could adversely affect municipal bond issuers in
               that state and therefore the value of the funds' investment
               portfolio. See "Appendix--Additional State Information." These
               risks may be greater for the Kansas, Kentucky Limited, Missouri
               and

                                         Section 2  How We Manage Your Money  19
<PAGE>   24
 
    
               Wisconsin Funds, which as "non-diversified" funds may concentrate
               their investment in municipal bonds of certain issuers to a
               greater extent than the Kentucky, Michigan and Ohio Funds
               described in this prospectus, which are diversified funds.

               Inflation risk: the risk that the value of assets or income from
               investments will be less in the future as inflation decreases the
               value of money. As inflation increases, the value of the funds'
               assets can decline as can the value of the funds' distributions.
     
               How We Manage Risk

               In pursuit of its investment objective, each fund assumes
               investment risk, chiefly in the form of interest rate and credit
               risk. The funds limit this investment risk generally by
               restricting the type and maturities of municipal bonds they
               purchase, and by diversifying their investment portfolios
               geographically as well as across different industry sectors.

               Investment Limitations 

               The funds have adopted certain investment limitations (based on
               total assets) that cannot be changed without shareholder approval
               and are designed to limit your investment risk and maintain
               portfolio diversification. Each fund may not have more than: 

                . 25% in any one industry such as electric utilities or health
               care.

                .  10% in borrowings (33% if used to meet redemptions).
    
               As diversified funds, the Kentucky, Michigan and Ohio Funds may
               not have more than:

                .  5% in securities in any one issuer (except for U.S.
               Government securities or for 25% of the fund's total 
               assets).

               Hedging and Other Defensive Investment Strategies     

               Each fund may invest up to 100% in cash equivalents and short-
               term investments as a temporary defensive measure in response to
               adverse market conditions, or to keep cash on hand fully
               invested. During these periods, the weighted average maturity of
               a fund's investment portfolio may fall below the defined range
               described under "Portfolio Maturity."

               Each fund may also use various investment strategies designed to
               limit the risk of bond price fluctuations and to preserve
               capital. These hedging strategies include using financial futures
               contracts, options on financial futures, or options based on
               either an index of long-term tax-free securities or on debt
               securities whose prices, in the opinion of the funds' investment
               adviser, correlate with the prices of the funds' investments. The
               funds, however, have no present intent to use these strategies.

20 Section 2   How We Manage Your Money
<PAGE>   25
 
Section 3  How You Can Buy and Sell Shares

               You can choose from four classes of fund shares, each with a
               different combination of sales charges, fees, eligibility
               requirements and other features. Your financial adviser 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.

               How to Choose a Share Class

               In deciding whether to purchase Class A, Class B, Class C or
               Class R shares, you should consider: 

               . the amount of your purchase; 

               . any current holdings of fund shares; 

               . how long you expect to hold the shares; 

               . the amount of any up-front sales charge; 

               . whether a contingent deferred sales charge (CDSC) would
                 apply upon redemption; 

               . the amount of any distribution or service fees that you may
                 incur while you own the shares;

               . whether you will be reinvesting income or capital gain
                 distributions in additional shares;

               . whether you qualify for a sales charge waiver or reduction.

    
               For a summary of the charges and expenses for each class, please
               see "What are the Costs of Investing?"     

               Class A Shares

               You can buy Class A shares at the offering price, which is the
               net asset value per share plus an up-front sales charge. You may
               qualify for a reduced sales charge, or the sales charge may be
               waived, as described in "How to Reduce Your Sales Charge." Class
               A shares are also subject to an annual service fee of .20% which
               compensates your financial adviser for providing ongoing service
               to you. The up-front Class A sales charge for all funds described
               in the prospectus except the Kentucky Limited Term Fund is as
               follows:

<TABLE>   
<CAPTION>
               ------------------------------------------------------------------------------------------------------------
                                                                                                        Authorized Dealer 
                                                      Sales Charge as % of    Sales Charge as % of     Commission as % of 
               Amount of Purchase                    Public Offering Price    Net Amount Invested     Public Offering Price
               ------------------------------------------------------------------------------------------------------------    
               <S>                                   <C>                      <C>                     <C>                       
               Less than $50,000                              4.20%                   4.38%                   3.70%           
               $50,000 but less than $100,000                 4.00%                   4.18%                   3.50%           
               $100,000 but less than $250,000                3.50%                   3.63%                   3.00%           
               $250,000 but less than $500,000                2.50%                   2.56%                   2.00%           
               $500,000 but less than $1,000,000              2.00%                   2.04%                   1.50%            
               $1,000,000 and over                            --(1)                     --                    1.00%(1) 
</TABLE>    

                                  Section 3  How You Can Buy and Sell Shares  21
<PAGE>   26
 
               The following Class A sales charges and commissions apply to the
               Kentucky Limited Term Fund:

<TABLE>    
<CAPTION>
                     ------------------------------------------------------------------------------------------------------------   
                                                                                                            Authorized Dealer  
                                                           Sales Charge as % of     Sales Charge as % of    Commission as % of  
                     Amount of Purchase                    Public Offering Price    Net Amount Invested     Public Offering Price 
                     ------------------------------------------------------------------------------------------------------------   
                     <S>                                  <C>                       <C>                   <C>                     
                     Less than $50,000                             2.50%                   2.56%                   2.00%           
                     $50,000 but less than $100,000                2.00%                   2.04%                   1.60%           
                     $100,000 but less than $250,000               1.50%                   1.52%                   1.20%           
                     $250,000 but less than $500,000               1.25%                   1.27%                   1.00%           
                     $500,000 but less than $1,000,000             0.75%                   0.76%                   0.60%            
                     $1,000,000 and over                           --(1)                     --                    0.50%(1)         
</TABLE>     
    
               (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 of record on these share purchases a sales commission of
               1.00% (0.50% for the Kentucky Limited Term fund) of the first
               $2.5 million, plus .50% of the next $2.5 million, plus .25% of
               the amount over $5.0 million. If you redeem your shares within 18
               months of purchase, you may have to pay a CDSC of 1% (0.50% for
               the Kentucky Limited Term fund) of either your purchase price or
               your redemption proceeds, whichever is lower. You do not have to
               pay this CDSC if your financial adviser has made arrangements
               with Nuveen and agrees to waive the commission.     

               Class B Shares

               You can buy Class B shares at the offering price, which is the
               net asset value per share without any up-front sales charge so
               that the full amount of your purchase is invested in the fund.
               However, you will pay annual distribution and service fees of
               .95% of average daily assets. The annual .20% service fee
               compensates your financial adviser for providing ongoing service
               to you. The annual .75% distribution fee compensates Nuveen for
               paying your financial adviser a 4% up-front sales commission,
               which includes an advance of the first year's service fee. If you
               sell your shares within six years of purchase, you will have to
               pay a CDSC based on either your purchase price or what you sell
               your shares for, whichever amount is lower, according to the
               following schedule. You do not pay a CDSC on any Class B shares
               you purchase by reinvesting dividends. The Kentucky Limited Term
               Fund does not currently offer B shares.

               Class B shares automatically convert to Class A shares eight
               years after you buy them so that the distribution fees you pay
               over the life of your investment are limited. You will continue
               to pay an annual service fee on any converted Class B shares.
               
               -----------------------------------------------------------------
               Years Since Purchase     0-1  1-2  2-3  3-4  4-5  5-6
               -----------------------------------------------------------------
               CDSC                      5%   4%   4%   3%   2%   1% 
    
               Class C Shares

               You can buy Class C shares at the offering price, which is the
               net asset value per share without any up-front sales charge so
               that the full amount of your purchase is invested in the fund.
               However, you will pay annual distribution and service fees of 1%.
               The annual .20% service fee compensates your financial adviser
               for providing ongoing service to you. The annual .55% (0.35% for
               the Kentucky Limited Term Fund) distribution fee reimburses
               Nuveen for paying your financial adviser an ongoing sales
               commission. Nuveen advances the first year's service and
               distribution fees. If you sell your shares within 12 months of
               purchase, you may have to     

22  Section 3   How You Can Buy and Sell Shares
<PAGE>   27
 
               pay a 1% CDSC based on either your purchase price or what you
               sell your shares for, whichever amount is lower. 

               Class R Shares

    
               Under limited circumstances, you may purchase Class R Shares at
               the offering price, which is the net asset value on the day of
               purchase. In order to qualify, you must be eligible under one of
               the programs described in "How to Reduce Your Sales Charge"
               (below) or meet certain other purchase size criteria. Class R
               Shares are not subject to sales charges or ongoing service or
               distribution fees. Class R shares have lower ongoing expenses
               than the other classes.     

               How to Reduce Your Sales Charge

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

<TABLE>    
<CAPTION> 
                     Class A Sales Charge          Class A Sales Charge               Class R Eligibility
                     Reductions                    Waivers
                     <S>                           <C>                                <C>      
                     .  Rights of accumulation     .  Nuveen Defined Portfolio        .  Certain employees and directors of 
                     .  Letter of intent               reinvestment                       Nuveen or employees of authorized dealers 
                     .  Group purchase             .  Purchases using redemptions     .  Bank trust departments                    
                                                       from unrelated funds
                                                   .  Retirement plans
                                                   .  Certain employees and directors 
                                                       of Nuveen or employees of 
                                                       authorized dealers
                                                   .  Bank trust departments
</TABLE>     
               
               In addition, Class A shares at net asset value and Class R shares
               may be purchased through registered investment advisers,
               certified financial planners and registered broker-dealers who
               charge asset-based or comprehensive "wrap" fees for their
               services. Please refer to the Statement of Additional Information
               for detailed program descriptions and eligibility requirements.
               Additional information is available from your financial adviser
               or by calling (800) 257-8787. Your financial adviser can also
               help you prepare any necessary application forms. You or your
               financial adviser must notify Nuveen at the time of each purchase
               if you are eligible for any of these programs. The funds may
               modify or discontinue these programs at any time.

               How to Buy Shares
    
               You may open an account with $3,000 per fund share class and make
               additional investments at any time with as little as $50. There
               is no minimum if you are reinvesting Nuveen Defined Portfolio
               distributions. The share price you pay will depend on when Nuveen
               receives your order. Orders received before the close of trading
               on a business day will receive that day's closing share price,
               otherwise you will receive the next business day's price. A
               business day is any day the New York Stock Exchange is open for
               business and usually ends at 4 p.m. New York time when the
               Exchange closes.     

                                  Section 3  How You Can Buy and Sell Shares  23
<PAGE>   28
 
    
               Through a Financial Adviser

               You may buy shares through your financial adviser, who can handle
               all the details for you, including opening a new account.
               Financial advisers can also help you review your financial needs
               and formulate long-term investment goals and objectives. In
               addition, financial advisers generally can help you develop a
               customized financial plan, select investments and monitor and
               review your portfolio on an ongoing basis to help assure your
               investments continue to meet your needs as circumstances change.
               Financial advisers are paid either from fund sales charges and
               fees or by charging you a separate fee in lieu of a sales charge
               for ongoing investment advice and services. If you do not have a
               financial adviser, call (800) 257-8787 and Nuveen can refer you
               to one in your area.    
    
               By Mail

               You may open an account and buy shares by mail by completing the
               enclosed application and mailing it along with your check to:
               Nuveen Investor Services, P.O. Box 5186, Bowling Green Station,
               New York, NY 10274-5186.     

               Systematic Investing

               Once you have established a fund account, systematic investing
               allows you to make regular investments through automatic
               deductions from your bank account (simply complete the
               appropriate section of the account application form) or directly
               from your paycheck. To invest directly from your paycheck,
               contact your financial adviser or call Nuveen at (800) 257-8787.
               Systematic investing may also make you eligible for reduced sales
               charges.

               The chart below illustrates the benefits of systematic investing
               based on a $3,000 initial investment and subsequent monthly
               investments of $100 over 20 years. The example assumes you earn a
               return of 4%, 5% or 6% annually on your investment and that you
               reinvest all dividends. These annual returns do not reflect past
               or projected fund performance.

               [GRAPH APPEARS HERE]

24   Section 3   How You Can Buy and Sell Shares
<PAGE>   29
 
               One of the benefits of systematic investing is dollar cost
               averaging. Because you regularly invest a fixed amount of money
               over a period of years regardless of the share price, you buy
               more shares when the price is low and fewer shares 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 same
               period. To be effective, dollar cost averaging requires that you
               invest over a long period of time, and does not assure that you
               will profit.

               Systematic Investment Plan

               You can make regular investments of $50 or more per month by
               authorizing us to draw preauthorized checks on your bank account.
               You can stop the withdrawals at any time. There is no charge for
               this plan.

               Payroll Direct Deposit Plan

               You can, with your employer's consent, make regular investments
               of $25 or more per pay period (meeting the monthly minimum of
               $50) by authorizing your employer to deduct this amount
               automatically from your paycheck. You can stop the deductions at
               any time. There is no charge for this plan.

               Systematic Withdrawal

               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 to receive payments monthly, quarterly,
               semi-annually or annually, and may choose to receive a check,
               have the monies transferred directly into your bank account (see
               "Fund Direct--Electronic Funds Transfer" below), paid to a third
               party or sent payable to you at an address other than your
               address of record. You must complete the appropriate section of
               the account application or Account Update Form to participate in
               the fund's systematic withdrawal plan.

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

               Special Services

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

    
               Exchanging Shares

               You may exchange fund shares into an identically registered
               account at any time for the same class of another Nuveen mutual
               fund available in your state. Your exchange must meet the minimum
               purchase requirements of the fund into which you are exchanging.
               Because an exchange is treated for tax purposes as a concurrent
               sale and purchase, and any gain may be subject to tax, you should
               consult your tax adviser about the tax consequences of any
               contemplated exchange.     

               The exchange privilege is not intended to allow you to use a fund
               for short-term trading. Because excessive exchanges may interfere
               with portfolio management, raise fund operating expenses or
               otherwise have

                                  Section 3  How You Can Buy and Sell Shares  25
<PAGE>   30
 
     
               an adverse effect on other shareholders, each fund reserves the
               right to revise or suspend the exchange privilege, limit the
               amount or number of exchanges, or reject any exchange.     

               Reinstatement Privilege

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

               Fund Direct
    
               You may link your fund account to your bank account and transfer
               money electronically between these accounts and perform a variety
               of account transactions, including buying shares by telephone and
               systematic investment. You may also have dividends,
               distributions, redemption payments or Systematic Withdrawals sent
               directly to your bank account.     

               Your financial adviser can help you complete the forms for these
               services, or you can call Nuveen at (800) 257-8787 for copies of
               the necessary forms.

               How to Sell Shares
    
               You may use one of the following ways to sell (redeem) your
               shares on any day the New York Stock Exchange is open. You will
               receive the share price next determined after Nuveen has received
               your properly completed redemption request. Your redemption
               request must be received before the close of trading for you to
               receive that day's price. While the funds do not charge a
               redemption fee, you may be assessed a CDSC, if applicable. When
               you redeem Class A, Class B, or Class C shares subject to a CDSC,
               the fund will first redeem any shares that are not subject to a
               CDSC or that represent an increase in the value of your fund
               account due to capital appreciation, and then redeem the shares
               you have owned for the longest period of time, unless you ask the
               fund to redeem your shares in a different order. No CDSC is
               imposed on shares you buy through the reinvestment of dividends
               and capital gains. The holding period is calculated on a monthly
               basis and begins on the first day of the month in which you buy
               shares. When you redeem shares subject to a CDSC, the CDSC is
               calculated on the lower of your purchase price or redemption
               proceeds, deducted from your redemption proceeds, and paid to
               Nuveen. The CDSC may be waived under certain special
               circumstances as described in the Statement of Additional
               Information.     

               Through Your Financial Adviser

               You may sell your shares through your financial adviser who can
               prepare the necessary documentation. Your financial adviser may
               charge for this.

    
               By Telephone

               If you have authorized telephone redemption privileges, you can
               redeem your shares by telephone up to $50,000. You may not redeem
               by telephone shares held in certificate form. Checks will be
               issued only to the shareholder of record and mailed to the
               address of record. If you have established electronic funds
               transfer privileges, you may have redemption proceeds transferred
               electronically to your bank account. We will normally mail your
               check the next business day. Nuveen and Chase Global Funds
               Services will be liable for losses resulting from unauthorized
               telephone redemptions only if they do not follow reasonable
               procedures designed to     

26   Section 3   How You Can Buy and Sell Shares
<PAGE>   31
 
               verify the identity of the caller. You should immediately verify
               your trade confirmations when you receive them.

               By Mail
    
               You can sell your shares at any time by sending a written request
               to the appropriate fund, Nuveen Investor Services, P.O. Box 5186,
               Bowling Green Station, New York, NY 10274-5186. Your request must
               include the following information:     

               . 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
                 proceeds paid (if other than to the shareholder of record);

               . The address where you want your redemption proceeds sent (if
                 other than the 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 more than seven days after we receive your request. If you
               purchased your shares by check, your redemption proceeds will not
               be mailed until your check has cleared. Guaranteed signatures are
               required if you are redeeming more than $50,000, you want the
               check payable to someone other than the shareholder of record or
               you want the check sent to another address (or the address of
               record has been changed within the last 60 days). Signature
               guarantees must be obtained from a bank, brokerage firm or other
               financial intermediary that is a member of an approved Medallion
               Guarantee Program or that is otherwise approved by a fund. A
               notary public cannot provide a signature guarantee.     


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 PRESENTLY HAVE SET A MINIMUM BALANCE OF $100 UNLESS YOU HAVE AN ACTIVE 
NUVEEN DEFINED PORTFOLIO REINVESTMENT ACCOUNT. YOU WILL NOT BE ASSESSED A CDSC 
ON AN INVOLUNTARY REDEMPTION.     

                                    Section 3 How You Can Buy and Sell Shares 27
<PAGE>   32
 
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.

    
          Distributions and Taxes

          The funds pay tax-free dividends monthly and any taxable capital gains
          or other taxable distributions once a year in December. The funds
          declare dividends monthly to shareholders of record as of the ninth of
          each month, payable the first business day of the following 
          month.     

          Payment and Reinvestment Options

          The funds automatically reinvest your dividends in additional fund
          shares unless you request otherwise. You may request to have your
          dividends paid to you 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 of another Nuveen mutual
          fund. For further information, contact your financial adviser or call
          Nuveen at (800) 257-8787. 


          Taxes and Tax Reporting 

          Because the funds invest in municipal bonds, the regular monthly
          dividends you receive will be exempt from regular federal income tax.
          All or a portion of these dividends, however, may be subject to state
          and local taxes or to the federal alternative minimum tax (AMT).

          Although the funds do not seek to realize taxable income or capital
          gains, the funds may realize and distribute taxable income or capital
          gains from time to time as a result of each fund's normal investment
          activities. Each fund will distribute in December any taxable income
          or capital gains realized over the preceding year. Net short-term
          gains are taxable as ordinary income. Net long-term capital gains are
          taxable as long-term capital gains regardless of how long you have
          owned your investment. Taxable dividends do not qualify for a
          dividends received deduction if you are a corporate shareholder.

          Early in each year, you will receive a statement detailing the amount
          and nature of all dividends and capital gains, including any
          percentage of your fund dividends attributable to municipal
          obligations, that you were paid during the prior year. You will
          receive this statement from the firm where you purchased your fund
          shares if you hold your investment in street name. Nuveen will send
          you this statement if you hold your shares in registered form. The tax
          status of your dividends is not affected by whether you reinvest your
          dividends or receive them in cash. If you receive social security
          benefits, you should be aware that any tax-free income is taken into
          account in calculating the amount of these benefits that may be
          subject to federal income tax.

28   Section 4   General Information
<PAGE>   33
 
          Tax laws are subject to change, so we urge you to consult your tax
          adviser about your particular tax situation and how it might be
          affected by current tax law.

          Please note that if you do not furnish us with your correct Social
          Security number or employer identification number, federal law
          requires us to withhold federal income tax from your distributions and
          redemption proceeds at a rate of 31%.

          BUYING OR SELLING SHARES CLOSE TO A RECORD DATE
          Buying fund shares shortly before the record date for a taxable
          dividend is commonly known as "buying the dividend." The entire
          dividend may be taxable to you even though a portion of the dividend
          effectively represents a return of your purchase price. Similarly, if
          you sell or exchange fund shares shortly before the record date for a
          tax-exempt dividend, a portion of the price you receive may be treated
          as a taxable capital gain even though it reflects tax-free income
          earned but not yet distributed by the fund.

          TAXABLE EQUIVALENT YIELDS
          The taxable equivalent yield is the current yield you would need to
          earn on a taxable investment in order to equal a stated tax-free yield
          on a municipal investment. To assist you to more easily compare
          municipal investments like the funds with taxable alternative
          investments, the table below presents the taxable equivalent yields
          for a range of hypothetical tax-free yields and tax rates:

          TAXABLE EQUIVALENT OF TAX-FREE YIELDS                        
          
                                        TAX-FREE YIELD     
          
          Tax Rate                  4.00%     4.50%  5.00%  5.50%  6.00%
          28.0%                     5.56%     6.25%  6.94%  7.64%  8.33%
          31.0%                     5.80%     6.52%  7.25%  7.97%  8.70%
          36.0%                     6.25%     7.03%  7.81%  8.59%  9.37%
          39.6%                     6.62%     7.45%  8.28%  9.11%  9.93%

          The yields and tax rates shown above are hypothetical and do not
          predict your actual returns or effective tax rate. For more detailed
          information, see the statement of additional information or consult
          your tax adviser.

          Distribution and Service Plans

    
          John Nuveen & Co. Incorporated serves as the selling agent and
          distributor of the funds' shares. In this capacity, Nuveen manages the
          offering of the funds' shares and is responsible for all sales and
          promotional activities. In order to reimburse Nuveen for its costs in
          connection with these activities, including compensation paid to
          authorized dealers, each fund has adopted a distribution and service
          plan under Rule 12b-1 under the Investment Company Act of 1940. (See
          "How to Choose a Share Class" for a description of the distribution
          and service fees paid under this plan.)     

    
          Nuveen receives the distribution fee for Class B and Class C shares
          primarily for providing compensation to authorized dealers, including
          Nuveen, in connection with the distribution of shares. Nuveen uses the
          service fee for Class A, Class B, and Class C shares to compensate
          authorized dealers, including Nuveen, for providing account services
          to     

                                              Section 4  General Information  29
<PAGE>   34
 
    
          shareholders. These services may include establishing and maintaining
          shareholder accounts, answering shareholder inquiries, and providing
          other personal services to shareholders. These fees also compensate
          Nuveen for other expenses, including printing and distributing
          prospectuses to persons other than shareholders, and preparing,
          printing, and distributing advertising and sales literature and
          reports to shareholders used in connection with the sale of shares.
          Because these fees are paid out of the funds' assets on an on-going
          basis, over time these fees will increase the cost of your investment
          and may cost you more than paying other types of sales charges.     

          Net Asset Value

    
          The price you pay for your shares is based on the fund's net asset
          value per share which is determined as of the close of trading
          (normally 4:00 p.m. eastern time) on each day the New York Stock
          Exchange is open for business. Net asset value is calculated for each
          class by taking the fair value of the class' total assets, including
          interest or dividends accrued but not yet collected, less all
          liabilities, 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 are subject to review by the funds' Board of
          Trustees or its delegate.

          In determining net asset value, expenses are accrued and applied daily
          and securities and other assets for which market quotations are
          available are valued at market value. The prices of municipal bonds
          are provided by a pricing service and based on the mean between the
          bid and asked price. When price quotes are not readily available
          (which is usually the case for municipal securities), the pricing
          service establishes fair market value based on prices of comparable
          municipal bonds.     

          Fund Service Providers

          The custodian of the assets of the funds is The Chase Manhattan Bank,
          4 New York Plaza, New York, NY 10004-2413. Chase also provides certain
          accounting services to the funds. The funds' transfer, shareholder
          services and dividend paying agent, Chase Global Funds Services
          Company, P.O. Box 5186, New York, NY 10274-5186, performs bookkeeping,
          data processing and administrative services for the maintenance of
          shareholder accounts.

    
          Nuveen Advisory and Chase Global Funds Services each rely on computer
          systems to manage the funds' investments, process shareholder
          transactions and provide shareholder account maintenance. Because of
          the way computers historically have stored dates, some of these
          systems currently may not be able to correctly process activity
          occurring in the year 2000. Nuveen Advisory is working with the funds'
          service providers to adapt their systems to address this "Year 2000"
          issue. Nuveen advisory and the funds expect, but there can be no
          absolute assurance, that the necessary work will be completed on a
          timely basis.     

30   Section 4   General Information
<PAGE>   35
 
Section 5  Financial Highlights


                         The following tables are intended to help you better
                         understand each fund's recent past performance. The
                         tables are excerpted from each fund's latest financial
                         statements audited by Arthur Andersen LLP. You may
                         obtain the complete statements along with the auditor's
                         report by requesting from Nuveen a free copy of the
                         fund's latest annual shareholder report.


Kansas Municipal Bond Fund**

<TABLE> 
<CAPTION>  
                                 Investment Operations                  Less Distributions          
                          --------------------------------------   ------------------------------

Class
(Inception
Date)
                                                     Net                                                                        
                                                Realized                                                                        
                                                     and                                              Ending                Ending
Year              Beginning           Net     Unrealized                  Net                            Net                   Net
Ending            Net Asset    Investment     Investment           Investment    Capital               Asset      Total     Assets
May 31,               Value     Income(a)    Gain (Loss)    Total      Income      Gains    Total      Value   Return(b)     (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>           <C>            <C>    <C>           <C>        <C>       <C>      <C>          <C> 
Class A (1/92)                                                         
     
     1998            $10.19          $.52          $ .41    $.93        $(.52)  $   --      $(.52)    $10.60        9.32%  $102,217
     1997              9.83           .53            .36     .89         (.53)      --       (.53)     10.19        9.21     95,891
     1996             10.01           .54           (.18)    .36         (.54)      --       (.54)      9.83        3.63     96,694
     1995              9.83           .55            .18     .73         (.55)      --       (.55)     10.01        7.80     83,683
     1994             10.38           .56           (.46)    .10         (.58)    (.07)+     (.65)      9.83         .62     80,060

Class B (2/97)                                                                                                                     

     1998             10.13           .44            .41     .85         (.44)      --       (.44)     10.54        8.57      3,238
     1997(c)          10.23           .13           (.12)    .01         (.11)      --       (.11)     10.13         .13        605

Class C (2/97)                                                                                                                     

     1998             10.21           .47            .42     .89         (.47)      --       (.47)     10.63        8.85      1,716
     1997(c)          10.18           .15            .04     .19         (.16)      --       (.16)     10.21        1.85         91

Class R (2/97)                                                                                                                     

     1998             10.22           .56            .43     .99         (.55)      --       (.55)     10.66        9.84         12
     1997(c)          10.20           .18           (.02)    .16         (.14)      --       (.14)     10.22        1.55         --
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION> 

                              Ratios/Supplemental Data
                        ----------------------------------------------
Class
(Inception
Date)
                                       Ratio of Net
                           Ratio of      Investment            
                           Expenses          Income                 
Year                     to Average      to Average        Portfolio 
Ending                          Net             Net         Turnover
May 31,                   Assets(a)       Assets(a)             Rate
- ---------------------------------------------------------------------- 
<S>                      <C>           <C>                 <C>  
Class A (1/92)            

     1998                       .71%           4.98%              13%
     1997                       .68            5.24               40
     1996                       .57            5.31               55
     1995                       .54            5.67               72
     1994                       .26            5.37               93

Class B (2/97)                                               

     1998                      1.45            4.22               13
     1997(c)                   1.27*           4.62*              40

Class C (2/97)                                               

     1998                      1.24            4.41               13
     1997(c)                   1.09*           4.85*              40

Class R (2/97)                                               

     1998                       .51            5.16               13
     1997(c)                     --            6.61*              40
- ----------------------------------------------------------------------
</TABLE> 

*    Annualized.
**   Information included prior to the fiscal year ended May 31, 1997, reflects
     the financial highlights of Flagship Kansas.
+    The amounts shown reflect distributions in excess of capital gains of $.05
     per share.
(a)  After waiver of certain management fees or reimbursement of expenses, if
     applicable, by Nuveen Advisory or its predecessor Flagship Financial.
(b)  Total Returns are calculated on net asset value without any sales charge
     and are not annualized except where noted.
(c)  From commencement of class operations as noted.

                                            Section  5  Financial Highlights  31
<PAGE>   36
 
Kentucky Municipal Bond Fund**

<TABLE>
<CAPTION>
                                                                                                                            
                                                                                                                            
                                   Investment Operations                  Less Distributions          
                             --------------------------------------  -----------------------------
Class
(Inception
Date)
                                                       Net                                                                        
                                                  Realized                                                                        
                                                       and                                                                   Ending 
Year                Beginning           Net     Unrealized                  Net                         Net                     Net 
Ending              Net Asset    Investment     Investment           Investment   Capital             Asset        Total     Assets
May 31,                 Value     Income(a)    Gain (Loss)    Total      Income     Gains    Total    Value    Return(b)      (000) 
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>          <C>           <C>            <C>    <C>          <C>        <C>      <C>      <C>           <C>  
Class A (5/87)

     1998              $11.05          $.59          $ .38    $ .97       $(.58)    $(.05)   $(.63)  $11.39         9.00%  $451,338
     1997               10.82           .60            .24      .84        (.60)     (.01)    (.61)   11.05         7.87    430,803
     1996               10.99           .61           (.17)     .44        (.61)       --     (.61)   10.82         4.04    410,808
     1995               10.65           .61            .35      .96        (.62)       --     (.62)   10.99         9.42    394,457
     1994               11.06           .62           (.40)     .22        (.63)       --     (.63)   10.65         1.90    369,495

Class B (2/97)                                                                                                                     

     1998               11.06           .50            .38      .88        (.50)     (.05)    (.55)   11.39         8.10      4,273
     1997(c)            11.07           .17           (.01)     .16        (.17)       --     (.17)   11.06         1.47        544

Class C (10/93)                                                                                                                    

     1998               11.04           .52            .39      .91        (.52)     (.05)    (.57)   11.38         8.43     28,630
     1997               10.81           .54            .24      .78        (.54)     (.01)    (.55)   11.04         7.29     24,468
     1996               10.99           .54           (.17)     .37        (.55)       --     (.55)   10.81         3.38     20,647
     1995               10.65           .55            .35      .90        (.56)       --     (.56)   10.99         8.82     15,831
     1994(c)            11.46           .36           (.81)    (.45)       (.36)       --     (.36)   10.65        (5.88)*   11,172

Class R (2/97)                                                                                                                     

     1998               11.03           .61            .39     1.00        (.61)     (.05)    (.66)   11.37         9.25        675
     1997(c)            11.08           .20           (.04)     .16        (.21)       --     (.21)   11.03         1.42        455
- ------------------------------------------------------------------------------------------------------------------------------------


<CAPTION> 

                                  Ratios/Supplemental Data
                        --------------------------------------------

Class
(Inception
Date)
                                       Ratio of Net
                          Ratio of       Investment
                          Expenses           Income                            
Year                    to Average       to Average        Portfolio 
Ending                         Net              Net         Turnover
May 31,                  Assets(a)        Assets(a)             Rate
- ---------------------------------------------------------------------
<S>                     <C>            <C>                 <C> 
Class A (5/87)                                        

     1998                      .77%            5.19%              12%
     1997                      .75             5.44               13
     1996                      .71             5.50               17
     1995                      .68             5.85               28
     1994                      .58             5.60               12

Class B (2/97)                                             

     1998                     1.54             4.38               12
     1997(c)                  1.39*            4.76*              13

Class C (10/93)                                            

     1998                     1.33             4.63               12
     1997                     1.29             4.89               13
     1996                     1.27             4.93               17
     1995                     1.23             5.27               28
     1994(c)                  1.08*            4.96*              12

Class R (2/97)                                             

     1998                      .58             5.37               12
     1997(c)                   .49*            5.77*              13
- ----------------------------------------------------------------------   
</TABLE>

*    Annualized.
**   Information included prior to the fiscal year ended May 31, 1997
     reflects the financial highlights of Flagship Kentucky.
(a)  After waiver of certain management fees or reimbursement of expenses, if
     applicable, by Nuveen Advisory or its predecessor Flagship Financial.
(b)  Total returns are calculated on net asset value without any sales charge
     and are not annualized except where noted.
(c)  From commencement of class operations as noted.

32  Section 5   Financial Highlights
<PAGE>   37
 
Kentucky Limited Term Municipal Bond Fund**

<TABLE>
<CAPTION>
                               Investment Operations                Less Distributions          
                      --------------------------------------  ---------------------------------        
Class      
(Inception
Date)
                                                  Net                                                                  
                                             Realized                                                                  
                                                  and                                                 Ending                 Ending 
Year          Beginning           Net      Unrealized                  Net                               Net                    Net 
Ending        Net Asset    Investment      Investment           Investment    Capital                  Asset        Total     Assets
May 31,           Value     Income(a)     Gain (Loss)  Total        Income      Gains      Total       Value    Return(b)      (000)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>            <C>          <C>      <C>           <C>          <C>        <C>       <C>          <C> 
Class A (9/95)                                                                                                                      
    1998          9.92          $.44           $ .20   $.64         $(.44)       $--      $(.44)     $10.12         6.53%     8,989
    1997          9.79           .45             .12    .57          (.44)        --       (.44)       9.92         5.96      8,870
    1996(c)       9.75           .31             .04    .35          (.31)        --       (.31)       9.79         5.45*     8,389
Class C (9/95)                                                                                                                      
    1998          9.92           .40             .20    .60          (.40)        --       (.40)      10.12         6.17      2,416
    1997          9.79           .41             .13    .54          (.41)        --       (.41)       9.92         5.64      2,144
    1997(c)       9.75           .29             .04    .33          (.29)        --       (.29)       9.79         5.12*     1,767
Class R (2/97)                                                                                                                      
    1998          9.92           .46             .18    .64          (.46)        --       (.46)      10.10         6.58         16
    1997(c)       9.98           .15            (.10)   .05          (.11)        --       (.11)       9.92          .56         --
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION> 
                            Ratios/Supplemental Data
                    ---------------------------------------
Class      
(Inception
Date)
                                  Ratio of Net                           
                      Ratio of      Investment                     
                      Expenses          Income                   
Year                to Average      to Average    Portfolio
Ending                     Net             Net     Turnover
May 31,              Assets(a)       Assets(a)         Rate           
- ------------------------------------------------------------
<S>                 <C>           <C>             <C> 
Class A (9/95)                                           
     1998                  .66%           4.35%          36%     
     1997                  .53            4.52           56      
     1996(c)               .37*           4.37*          48      
Class C (9/95)                                                   
     1998                 1.01            4.00           36      
     1997                  .84            4.19           56      
     1997(c)               .64*           4.12*          48      
Class R (2/97)                                                   
     1998                  .46            4.54           36      
     1997(c)                --            5.73*          56
- ------------------------------------------------------------
</TABLE> 
 *   Annualized.
**   Information included prior to the fiscal year ended May 31, 1997 reflects
     the financial highlights of Flagship Kentucky Limited Term.
(a)  After waiver of certain management fees or reimbursement of expenses, if
     applicable, by Nuveen Advisory or its predecessor Flagship Financial.
(b)  Total returns are calculated on net asset value without any sales charge
     and are not annualized except where noted.
(c)  From commencement of class operations as noted.

                                               Section 5 Financial Highlights 33
<PAGE>   38
 
Michigan Municipal Bond Fund**
<TABLE>
<CAPTION>
                              Investment Operations                  Less Distributions          
                          ------------------------------     ------------------------------------
Class
(Inception
Date)
                                                      Net                                                                         
                                                 Realized                                                                         
                                                      and                                            Ending                 Ending
Year             Beginning          Net        Unrealized                    Net                        Net                    Net
Ending           Net Asset   Investment        Investment             Investment  Capital             Asset        Total    Assets
May 31,              Value     Income(a)      Gain (Loss)    Total        Income    Gains    Total    Value    Return(b)     (000)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>              <C>            <C>      <C>         <C>        <C>     <C>       <C>          <C>   
Class A (6/85)                                                                                                                   
     1998           $11.68          $.61            $ .42    $1.03         $(.61)   $(.03)   $(.64)  $12.07         8.95%  $263,632
     1997            11.37           .62              .31      .93          (.61)    (.01)    (.62)   11.68         8.42     59,055
     1996            11.59           .63             (.22)     .41          (.63)      --     (.63)   11.37         3.61    248,422 
     1995            11.31           .65              .28      .93          (.65)      --     (.65)   11.59         8.57    250,380 
     1994            11.77           .66             (.43)     .23          (.66)    (.03)+   (.69)   11.31         1.87    242,993 
Class B (2/97)                                                                                                                     
     1998            11.70           .52              .42      .94          (.52)    (.03)    (.55)   12.09         8.12      3,839 
     1997(c)         11.66           .17              .04      .21          (.17)      --     (.17)   11.70         1.86        380 
Class C (6/93)                                                                                                                     
     1998            11.66           .54              .43      .97          (.54)    (.03)    (.57)   12.06         8.45     45,690 
     1997            11.35           .55              .32      .87          (.55)    (.01)    (.56)   11.66         7.84     41,649 
     1996            11.58           .56             (.22)     .34          (.57)      --     (.57)   11.35         2.96     41,365 
     1995            11.30           .58              .28      .86          (.58)      --     (.58)   11.58         7.98     37,122 
     1994(c)         11.86           .54             (.52)     .02          (.55)    (.03)+   (.58)   11.30          .19*    30,042 
Class R (2/97)                                                                                                                     
     1998            11.68           .63              .42     1.05          (.63)    (.03)    (.66)   12.07         9.16     26,904 
     1997(c)         11.66           .21              .02      .23          (.21)      --     (.21)   11.68         2.01     26,211 
- ----------------------------------------------------------------------------------------------------------------------------------- 
<CAPTION> 
                         Ratios/Supplemental Data
                 -------------------------------------------
Class
(Inception
Date)
                                Ratio of Net 
                   Ratio of       Investment 
                   Expenses           Income 
Year             to Average       to Average       Portfolio
Ending                  Net              Net        Turnover
May 31,           Assets(a)        Assets(a)            Rate
- ------------------------------------------------------------- 
<S>              <C>            <C>                <C> 
Class A (6/85)

      1998              .84%            5.11%             13%
      1997              .85             5.33              34
      1996              .82             5.42              54
      1995              .80             5.82              37
      1994              .75             5.56              28

 Class B (2/97)                                   

      1998             1.59             4.32              13
      1997(c)          1.59*            4.52*             34

 Class C (6/93)                                   

      1998             1.39             4.56              13
      1997             1.40             4.77              34
      1996             1.37             4.86              54
      1995             1.35             5.25              37
      1994(c)          1.25*            4.89*             28

 Class R (2/97)                                   

      1998              .64             5.31              13
      1997(c)           .65*            5.57*             34
- -------------------------------------------------------------  
</TABLE> 
 
*    Annualized.
**   Information included prior to the fiscal year ended May 31, 1997, reflects
     the financial highlights of Flagship Michigan.
+    The amount shown includes a distribution in excess of capital gains of $.02
     per share.
(a)  After waiver of certain management fees or reimbursement of expenses, if
     applicable, by Nuveen Advisory or its predecessor Flagship Financial.
(b)  Total returns are calculated on net asset value without any sales charge
     and are not annualized except where noted.
(c)  From commencement of class operations as noted.

34  Section 5   Financial Highlights
<PAGE>   39
 
Missouri Municipal Bond Fund**

<TABLE> 
<CAPTION> 
                                            Investment Operations                    Less Distributions            
                                       ------------------------------           ----------------------------       
Class                                                                                                                               
(Inception                                                                                                                          
Date)                                                                                                                               
                                                          Net                                                       
                                                     Realized                                                       
                                                          and                                                       Ending 
Year                Beginning             Net      Unrealized                          Net                            Net 
Ending              Net Asset      Investment      Investment                   Investment     Capital              Asset 
May 31,                 Value       Income(a)     Gain (Loss)    Total              Income       Gains   Total      Value 
- ------------------------------------------------------------------------------------------------------------------------- 
<S>                 <C>            <C>            <C>            <C>            <C>            <C>       <C>       <C>     
Class A (8/87)                                           
                                                                           
     1998           $10.80         $.56           $ .43          $ .99          $(.56)         $  --     $(.56)    $11.23 
     1997            10.51          .56             .29            .85           (.56)            --      (.56)     10.80 
     1996            10.72          .58            (.21)           .37           (.58)            --      (.58)     10.51 
     1995            10.50          .60             .22            .82           (.60)            --      (.60)     10.72 
     1994            10.87          .61            (.34)           .27           (.61)           (.03)+   (.64)     10.50  
                                                                                                                                    
Class B (2/97)                                                                                                                      

     1998            10.80          .47             .44            .91           (.48)             --     (.48)     11.23           
     1997(c)         10.81          .16            (.01)           .15           (.16)             --     (.16)     10.80           

Class C (2/94)                                                                                                                      

     1998            10.80          .50             .43            .93           (.50)             --     (.50)     11.23           
     1997            10.50          .51             .29            .80           (.50)             --     (.50)     10.80           
     1996            10.72          .51            (.21)           .30           (.52)             --     (.52)     10.50           
     1995            10.50          .53             .23            .76           (.54)             --     (.54)     10.72           
     1994(c)         11.33          .02            (.83)          (.81)          (.02)             --     (.02)     10.50           

Class R (2/97)                                                                                                                      

     1998            10.80          .58             .43           1.01           (.58)             --     (.58)     11.23
     1997(c)         10.90          .17            (.12)           .05           (.15)             --     (.15)     10.80
 
<CAPTION> 

                                                                      Ratios/Supplemental Data                                     
                                                                   --------------------------------                               
                                                                                                                                  
                                                                      Ratio of Net                                              
                                                    Ratio of            Investment                                              
                                   Ending           Expenses                Income                                              
Year                                  Net         to Average            to Average        Portfolio                               
Ending                  Total      Assets                Net                   Net         Turnover                               
May 31,             Return(b)       (000)          Assets(a)             Assets(a)             Rate                               
- ---------------------------------------------------------------------------------------------------                 
<S>                 <C>            <C>            <C>                 <C>                 <C>                       
Class A (8/87)                                                                                                     

     1998             9.32%        $233,456        .87%               5.02%               19%                                     
     1997             8.29          218,924        .86                5.27                41                       
     1996             3.51          212,717        .80                5.37                38                       
     1995             8.19          205,089        .67                5.78                40                       
     1994             2.42          187,347        .62                5.52                34                       
                                                                                                                   
Class B (2/97)      

     1998             8.53            1,677       1.62                4.25                19                       
     1997(c)          1.40              454       1.45*               4.59*               41                       
                                                                                                                   
Class C (2/94)                                                                                                     

     1998             8.74           11,253       1.42                4.47                19                                      
     1997             7.80            7,968       1.40                4.72                41                                  
     1996             2.84            6,220       1.35                4.79                38                                  
     1995             7.60            3,989       1.20                5.19                40                                  
     1994(c)        (17.62)*          1,877       1.15*               4.44*               34                                   
                                                                                                                   
Class R (2/97)                                                                                                     

     1998             9.56               41        .67                5.22                19                       
     1997(c)           .43               34        .55*               5.65*               41                        
- ---------------------------------------------------------------------------------------------------                 
</TABLE>

*    Annualized.
**   Information included prior to the fiscal year ended May 31, 1997, reflects
     the financial highlights of Flagship Missouri.
+    The amounts shown reflect distributions in excess of capital gains of $.01
     per share for Missouri.
(a)  After waiver of certain management fees or reimbursement of expenses, if
     applicable, by Nuveen Advisory or its predecessor Flagship Financial.
(b)  Total Returns are calculated on net asset value without any sales charge
     and are not annualized except where noted.
(c)  From commencement of class operations as noted.

                                           Section 5   Financial Highlights 35
<PAGE>   40
 
<TABLE>   
<CAPTION>  
Ohio Municipal Bond Fund**

                                            Investment Operations                    Less Distributions            
                                       ------------------------------           ----------------------------       
Class                                                                                                                      
(Inception                                                                                                                 
Date)                                                                                                                      
                                                         Net                                                               
                                                    Realized                                                               
                                                         and                                                       Ending 
Year                Beginning             Net      Unrealized                          Net                            Net 
Ending              Net Asset      Investment      Investment                   Investment     Capital              Asset 
May 31,                 Value       Income(a)     Gain (Loss)    Total              Income       Gains   Total      Value 
- ------------------------------------------------------------------------------------------------------------------------- 
<S>                 <C>            <C>            <C>            <C>            <C>            <C>       <C>       <C>     
Class A (6/85)

     1998           $11.41         $.60           $ .38          $ .98          $(.60)         $(.05)    $(.65)    $11.74   
     1997            11.21          .61             .20            .81           (.61)            --      (.61)     11.41   
     1996            11.43          .62            (.21)           .41           (.63)            --      (.63)     11.21   
     1995            11.21          .64             .22            .86           (.64)            --      (.64)     11.43   
     1994            11.59          .64            (.38)           .26           (.64)            --      (.64)     11.21    

Class B (2/97)                                                                                      

     1998            11.41          .51            .38             .89           (.52)          (.05)     (.57)     11.73           
     1997(c)         11.42          .17           (.01)            .16           (.17)            --      (.17)     11.41       

Class C (8/93)                                                                                                           

     1998            11.41          .54            .37             .91           (.54)          (.05)     (.59)     11.73
     1997            11.21          .55            .20             .75           (.55)            --      (.55)     11.41
     1996            11.43          .55           (.21)            .34           (.56)            --      (.56)     11.21
     1995            11.20          .57            .23             .80           (.57)            --      (.57)     11.43
     1994(c)         11.69          .46           (.49)           (.03)          (.46)            --      (.46)     11.20

Class R (2/97)                                                                                                           

     1998            11.41          .62            .37             .99           (.62)          (.05)     (.67)     11.73  
     1997(c)         11.42          .21           (.01)            .20           (.21)            --      (.21)     11.41 
 
<CAPTION> 

                                                                      Ratios/Supplemental Data                      
                                                                   --------------------------------                 
                                                                                                                    
                                                                      Ratio of Net                                  
                                                    Ratio of            Investment                                  
                                   Ending           Expenses                Income                                  
Year                                  Net         to Average            to Average        Portfolio                 
Ending                  Total      Assets                Net                   Net         Turnover                 
May 31,             Return(b)       (000)          Assets(a)             Assets(a)             Rate                 
- ---------------------------------------------------------------------------------------------------                  
<S>                 <C>            <C>            <C>                 <C>                 <C>                       
Class A (6/85)                                                              

     1998           8.76%          $472,821        .85%               5.15%               15%    
     1997           7.38            463,253        .89                5.39                17    
     1996           3.59            443,077        .92                5.41                31    
     1995           7.99            445,566        .95                5.78                31    
     1994           2.24            445,272        .93                5.48                 9     

Class B (2/97)                                                              

     1998           7.89              7,422       1.61                4.39                15     
     1997(c)        1.45              1,649       1.60*               4.63*               17     

Class C (8/93)                                                              

     1998           8.12             47,036       1.40                4.60                15      
     1997           6.80             40,713       1.44                4.84                17     
     1996           3.03             34,939       1.47                4.84                31     
     1995           7.50             28,461       1.50                5.21                31     
     1994(c)        (.17)*           25,674       1.46*               4.79*                9      

Class R (2/97)                                                               

     1998           8.89            162,220        .65                5.35                15                 
     1997(c)        1.77            160,312        .65*               5.65*               17       
- ---------------------------------------------------------------------------------------------------                  
</TABLE>

*    Annualized.
    
**   Information included prior to the fiscal year ended May 31, 1997, reflects
     the financial highlights of Flagship Ohio.     
(a)  After waiver of certain management fees or reimbursement of expenses, if
     applicable, by Nuveen Advisory or its predecessor Flagship Financial.
(b)  Total Returns are calculated on net asset value without any sales charge
     and are not annualized except where noted.
(c)  From commencement of class operations as noted.

36 Section 5   Financial Highlights  
<PAGE>   41
 
<TABLE>
<CAPTION>
Wisconsin Municipal Bond Fund**

                                  Investment Operations                 Less Distributions         
                           -------------------------------------   -----------------------------
Class
(Inception
Date)  
                                                    Net                                                                           
                                               Realized                                                                           
                                                    and                                             Ending                Ending  
Year              Beginning          Net     Unrealized                   Net                          Net                   Net   
Ending            Net Asset   Investment     Investment            Investment  Capital               Asset       Total    Assets  
May 31,               Value    Income(a)    Gain (Loss)    Total       Income    Gains     Total     Value   Return(b)     (000)  
- ---------------------------------------------------------------------------------------------------------------------------------- 
<S>               <C>         <C>           <C>            <C>     <C>         <C>         <C>      <C>      <C>          <C> 
Class A (6/94)                                                                                                                    

     1998             $9.80         $.49          $ .49    $ .98        $(.50)    $ --    $(.50)   $10.28       10.19%    $24,313 
     1997              9.61          .51            .19      .70         (.51)      --     (.51)     9.80        7.40      14,004 
     1996              9.79          .50           (.18)     .32         (.50)      --     (.50)     9.61        3.35      12,370 
     1995(c)           9.58          .49            .21      .70         (.49)      --     (.49)     9.79        7.36*      8,278 

Class B (2/97)                                                                                                                    

     1998              9.82          .42            .49      .91         (.42)      --     (.42)    10.31        9.46       1,877 
     1997(c)           9.87          .12           (.06)     .06         (.11)      --     (.11)     9.82         .60          20 

Class C (2/97)                                                                                                                    

     1998              9.82          .44            .49      .93         (.45)      --     (.45)    10.30        9.59       1,366 
     1997(c)           9.87          .13           (.07)     .06         (.11)      --     (.11)     9.82         .65          76 

Class R (2/97)                                                                                                                    

     1998              9.82          .53            .48     1.01         (.52)      --     (.52)    10.31       10.47          45 
     1997(c)           9.87          .15           (.07)     .08         (.13)      --     (.13)     9.82         .84          40 
- ----------------------------------------------------------------------------------------------------------------------------------  


<CAPTION> 

                                 Ratios/Supplemental Data
                       ---------------------------------------------
                     
Class                
(Inception           
Date)                
                                        Ratio of Net
                         Ratio of         Investment
                         Expenses             Income     
Year                   to Average         to Average      Portfolio
Ending                        Net                Net       Turnover
May 31,                 Assets(a)          Assets(a)           Rate
- --------------------------------------------------------------------
<S>                    <C>                <C>            <C> 
Class A (6/94)         

     1998                    .55%                4.87%            10%
     1997                    .51                 5.20             42
     1996                    .64                 5.02             47
     1995(c)                 .39*                5.25*            52

Class B (2/97)                                                 

     1998                   1.32                 4.04             10
     1997(c)                 .94*                4.81*            42

Class C (2/97)                                                 

     1998                   1.11                 4.25             10
     1997(c)                 .69*                4.91*            42

Class R (2/97)                                                 

     1998                    .32                 5.08             10
     1997(c)                  --                 5.67*            42
- ---------------------------------------------------------------------
</TABLE> 

*    Annualized.
**   Information included prior to the fiscal year ended May 31, 1997, reflects
     the financial highlights of Flagship Wisconsin.
(a)  After waiver of certain management fees or reimbursement of expenses, if
     applicable, by Nuveen Advisory or its predecessor Flagship Financial.
(b)  Total Returns are calculated on net asset value without any sales charge
     and are not annualized except where noted.
(c)  From commencement of class operations as noted.

                                            Section 5   Financial Highlights  37
<PAGE>   42
 
Appendix  Additional State Information 


          Because the funds primarily purchase municipal bonds from a specific
          state, each fund also bears investment risk from economic, political
          or regulatory changes that could adversely affect municipal bond
          issuers in that state and therefore the value of the fund's investment
          portfolio. The following discussion of special state considerations
          was obtained from official offering statements of these issuers and
          has not been independently verified by the funds. The discussion
          includes general state tax information related to an investment in
          fund shares. Because tax laws are complex and often change, you should
          consult your tax adviser about the state tax consequences of a
          specific fund investment. See the Statement of Additional Information
          for further information.


          KANSAS

          Growth in the State's trade, services and manufacturing sectors has
          decreased the historical dominance of agriculture in the State
          economy. Economic performance has been improving, due largely to gains
          in aircraft manufacturing and recovery in agriculture. Personal income
          grew at 5.4% in 1997 to $24,379, about 95% of the national median.


          The State's unemployment rate dropped to 3.5% in June 1998 from its
          peak of 5.5% in 1993.


          The Kansas State Treasury does not issue general obligation debt. The
          State instead relies on revenue and lease financing through the
          Department of Transportation (KDOT) and the Development Finance
          Authority (KDFA). KDFA provides financing for various public purpose
          projects including prison construction, state offices, energy
          conservation and university facilities. The KDOT bonds are rated
          Aa2/AA+/AA by Moody's, Standard & Poor's, and Fitch respectively. KDFA
          ratings vary and when not insured are generally rated A or better by
          the major rating agencies.

          Tax Treatment

          The Kansas Fund's regular monthly dividends will not be subject to
          Kansas personal income taxes to the extent they are paid out of income
          earned on all Kansas municipal bonds issued after December 31, 1987,
          on specified Kansas municipal bonds issued before that date, or on
          U.S. government securities. You will be subject to Kansas personal
          income taxes, however, to the extent the Kansas Fund distributes any
          taxable income or realized capital gains, or if you sell or exchange
          Kansas Fund shares and realize a capital gain on the transaction.

          The treatment of corporate shareholders of the Kansas Fund is similar
          to that described above.

38  Appendix 
<PAGE>   43
 
          KENTUCKY
              
          Growth in Kentucky's economy surpassed national growth rates in many
          areas during the 1990's in part due to its lower cost of living and
          aggressive business recruitment. The Commonwealth's economic base is
          concentrated in manufacturing and service industries such as
          industrial machinery, electronics and apparel production and insurance
          and real estate. Kentucky's "Golden Triangle" bounded by Cincinnati,
          Lexington and Louisville has experienced the most intense economic
          growth.     
              
          Kentucky's average unemployment rate in June 1998 was 4.4%, compared
          to the national average of 4.5% in June 1998 and the Commonwealth's
          5.5% average in June 1997. Per capita income in 1997 was $20,657,
          approximately 81% of national average.     
              
          In the past, the Commonwealth has experienced difficulty balancing its
          budget, but recent economic growth and moderate debt levels improve
          the Commonwealth's financial outlook. Although Kentucky has not issued
          general obligation debt since 1965, the Commonwealth actively issues
          appropriation-secured debt from several agencies, including the
          Kentucky Turnpike Authority, the Kentucky Infrastructure Authority,
          and the Kentucky Schools Facilities Construction Commission. Bonds
          secured by Commonwealth appropriations generally receive ratings of
          "A" or higher from the major rating services. All of Kentucky's
          general obligation debt matured in 1995. Like the Commonwealth,
          Kentucky Municipalities have not issued general obligation debt,
          relying instead on appropriation-secured bonds.     
              
          TAX TREATMENT     
              
          The Kentucky Funds' regular monthly dividends will not be subject to
          the Kentucky individual income tax to the extent they are paid out of
          income earned on Kentucky municipal bonds or U.S. government
          securities. You will be subject to Kentucky personal income tax,
          however, to the extent the Kentucky Funds distribute any taxable
          income or realized capital gains, or if you sell or exchange Kentucky
          Funds' shares and realize a capital gain on the transaction. You will
          not be subject to the Kentucky intangible property tax on the portion
          of your Kentucky Funds' shares that is attributable to Kentucky
          municipal bonds or U.S. government securities.     
              
          If you are employed in Louisville or Jefferson County, you will not be
          subject to local occupational license fees on income earned from the
          Kentucky Funds. If you are employed elsewhere in Kentucky, you
          generally will not be subject to local occupational license fees. The
          treatment of corporate shareholders is similar to that described
          above, except that they may be subject to local occupational license
          fees.     

          MICHIGAN
              
          Michigan's economy has improved significantly since the 1980's. The
          State's unemployment rate was 3.6% in June 1998, compared to national
          average of 4.5%. Per capita income has increased each year over the
          past decade, and was $25,560 in 1997. Population has remained stable
          in the State, increasing by a negligible amount annually. The
          manufacturing industry and the presence of the "Big 3" automobile
          manufacturers are the primary influence in the economy. Despite recent
          strikes and lower automobile sales and profits, the positive economic
          impact of the manufacturing industry has contributed to the tax base
          and job growth.     
              
                                                                     Appendix 39
                                                                                
<PAGE>   44
 
              
          Michigan's economic and financial improvements are reflected in the
          state's rating of Aa1/AA+/AA+ by Moody's, Standard & Poor's and Fitch,
          respectively. All three rating agencies upgraded the State's credit
          rating in 1998.     
              
          TAX TREATMENT     
              
          The Michigan Fund's regular monthly dividends will not be subject to
          the Michigan individual income tax to the extent they are paid out of
          income earned on Michigan municipal bonds or paid out of income earned
          on or capital gains realized from, the sale of U.S. government
          securities. You will be subject to Michigan personal income tax,
          however, to the extent the Michigan Fund distributes any taxable
          income or realized capital gains (other than capital gains realized
          from the sale of U.S. government securities), or if you sell or
          exchange Michigan Fund shares and realize a capital gain on the
          transaction. If you reside in a Michigan city that imposes local
          income taxes, you will not be subject to these taxes on the Michigan
          Fund's distributions of income attributable to interest earned on U.S.
          government securities or municipal bonds, or to gains on the sale of
          U.S. government securities.     
              
          The treatment of corporate shareholders of the Michigan Fund differs
          from that described above. Corporate shareholders should refer to the
          Statement of Additional Information for more detailed 
          information.     

          MISSOURI
              
          Missouri maintains a diversified economy, mirroring that of the
          nation. Although recent industry growth has shifted to services and
          tourism, defense and manufacturing are important elements of the State
          economy. Population in Missouri has increased approximately 5.6% from
          1990. The State's unemployment rate has steadily declined from the
          high of 6.7% in 1991 and was 4.2% in June 1998, compared to the
          national average of 4.5%. Per capita income increased 4.4% during 1997
          to $24,001, about 94% of the national average.     
              
          Missouri retains substantial governmental balances through strategic
          budget management. The State's unreserved fund balance in 1997 was
          $1.2 billion, or 12.4% of General Fund revenues. Missouri's overall
          creditworthiness is reflected in its longstanding Aaa/AAA/AAA rating
          by Moody's Standard & Poors, and Fitch, respectively.     
              
          TAX TREATMENT     

          The Missouri Fund's regular monthly dividends will not be subject to
          the Missouri individual income tax to the extent they are paid out of
          income earned on Missouri municipal bonds or U.S. government
          securities. You will be subject to Missouri personal income tax,
          however, to the extent the Missouri Fund distributes any taxable
          income or realized capital gains, or if you sell or exchange Missouri
          Fund shares and realize a capital gain on the transaction.

          The treatment of corporate shareholders of the Missouri Fund is
          similar to that described above.

40 Appendix 
<PAGE>   45
 
          OHIO

          The Ohio economy has historically relied on durable goods
          manufacturing, but recent growth has brought healthy diversification.
          Employment growth in recent years has been concentrated among non-
          manufacturing industries, with manufacturing employment tapering off
          since its 1969 peak. Still, manufacturing remains an important
          component of the State's economy, providing approximately 21% of total
          employment in Ohio compared with 15% of national employment. General
          economic activity in Ohio tends to be more cyclical than in non-
          industrialized states, but during the current national expansion it
          has had positive implications in Ohio. 

          From 1990-1998, the State's unemployment rate ranked at or below the
          national average. Ohio's unemployment rate registered 4.5% in June
          1998, comparable to the national average of 4.5% in June 1998, and
          slightly higher than the State's 4.4% rate in June 1997. Per capita
          income in 1997 was $24,661, approximately 96% of the national average.

          The State cannot by law operate with a deficit and has well-
          established procedures to ensure that appropriations and expenditures
          are matched by revenues from the General Revenue Fund. The State is
          currently working on revamping its school funding formula, which was
          deemed unconstitutional in March 1997 by the Ohio Supreme Court.
          Changes to the formula likely will require the State to increase its
          aid to local public schools, which could affect the State's financial
          position. Moody's gives Ohio general obligation bonds an Aa1 rating,
          while Standard & Poor's and Fitch each rate the State AA+.

          TAX TREATMENT

          The Ohio Fund's regular monthly dividends will not be subject to Ohio
          personal income tax, Ohio school district income taxes and Ohio
          municipal income taxes to the extent they are derived from interest on
          Ohio municipal bonds or U.S. government securities or attributable to
          gain made on the sale, exchange or other disposition by the Fund of
          Ohio municipal bonds. You will, however, be subject to Ohio personal
          income taxes, Ohio school district income taxes and Ohio municipal
          income taxes to the extent the Ohio Fund distributes any taxable
          income or realized capital gains (other than capital gains on Ohio
          municipal bonds), or if you sell or exchange Ohio Fund shares and
          realize a net gain on the transaction.

          The treatment of corporate shareholders of the Ohio Fund differs from
          that described above. Corporate shareholders should refer to the
          Statement of Additional Information for more detailed information and
          are urged to consult their tax adviser.

          WISCONSIN

          Wisconsin's economy is diverse and strong with non-agricultural
          employment evenly spread between the manufacturing, service and trade
          sectors. The State continues its efforts to attract new businesses
          with grants and loans for major development projects, labor training
          and technology development. Manufacturing remains a dominant sector at
          24% and is currently a source of strength.

                                                                     Appendix 41
<PAGE>   46
 
          The State's unemployment rate was 3.0% in June 1998. Per capita
          income was $24,475 in 1997, about 96% of the national average.

          The State's general obligations receive Aa2/AA ratings from Moody's
          and Standard and Poor's, respectively.

          TAX TREATMENT

          The Wisconsin Fund's regular monthly dividends will not be subject to
          Wisconsin personal income tax to the extent they are paid out of
          income earned on certain Wisconsin municipal obligations or on U.S.
          government securities. You will be subject to Wisconsin personal
          income tax, to the extent the Wisconsin Fund distributes any taxable
          income or realized capital gains, or if you sell or exchange Wisconsin
          Fund shares and realize capital gains on the transaction. A certain
          portion of such capital gains, however, will be exempt from Wisconsin
          personal income tax.

          The treatment of corporate shareholders of the Wisconsin Fund differs
          from that described above. Corporate shareholders should refer to the
          Statement of Additional Information for more detailed information and
          are urged to consult their tax adviser.
    
Appendix      
<PAGE>   47
 
NUVEEN MUTUAL FUNDS


Nuveen offers a variety of mutual funds designed to help you reach your
financial goals. The funds below are grouped by investment objectives.


GROWTH

Nuveen Rittenhouse Growth Fund

GROWTH AND INCOME 

European Value Fund
Growth and Income Stock Fund 
Balanced Stock and Bond Fund 
Balanced Municipal and Stock Fund 

TAX-FREE INCOME

NATIONAL MUNICIPAL BOND FUNDS

Long-term
Insured Long-term
Intermediate-term
Limited-term
    
STATE MUNICIPAL BOND FUNDS 

Arizona                       Louisiana                  North Carolina     
California/1/                 Maryland                   Ohio               
Colorado                      Massachusetts/1/           Pennsylvania       
Connecticut                   Michigan                   Tennessee          
Florida                       Missouri                   Virginia           
Georgia                       New Jersey                 Wisconsin           
Kansas                        New Mexico       
Kentucky/2/                   New York/1/         
     

    
Several additional sources of information are available to you. The Statement of
Additional Information (SAI), incorporated by reference into this prospectus,
contains detailed information on fund policies and operation. Shareholder
reports contain management's discussion of market conditions, investment
strategies and performance results as of the fund's latest semi-annual or annual
fiscal year end. Call Nuveen at (800) 257-8787 to request a free copy of any of
these materials or other fund information.     


You may also obtain this and other fund information directly from the Securities
and Exchange Commission (SEC). The SEC may charge a copying fee for this
information. Visit the SEC on-line at http://www.sec.gov or in person at the
SEC's Public Reference Room in Washington, D.C. Call the SEC at (800) SEC-0330
for room hours and operation. You may also request fund information by writing
to the SEC's Public Reference Section, Washington, D.C. 20549. The funds'
Investment Company file number is 811-07751.

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

NUVEEN
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com
<PAGE>   48
                                                                      Exhibit 17

    - Please fold and detach at perforation. Return the Proxy Ballot only. -

PROXY                                                                     PROXY

                    PROXY SOLICITED BY THE BOARD OF TRUSTEES
              FOR THE SPECIAL MEETING OF SHAREHOLDERS OF THE NUVEEN
          FLAGSHIP KENTUCKY LIMITED TERM MUNICIPAL BOND FUND TO BE HELD
                                ON APRIL 15, 1999


The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, Alan
G. Berkshire and Gifford R. Zimmerman and each of them, with full powers of
substitution, Proxies for the undersigned to represent and vote the shares of
the undersigned at the Special Meeting of Shareholders of Nuveen Flagship
Kentucky Limited Term Municipal Bond Fund, a series of the Nuveen Flagship
Multistate Trust IV to be held on April 15, 1999, or any adjournment or
adjournments thereof as indicated on the reverse side.

          PLEASE BE SURE TO SIGN YOUR PROXY BALLOT ON THE REVERSE SIDE


<PAGE>   49



                    PROXY SOLICITED BY THE BOARD OF TRUSTEES
         FOR THE SPECIAL MEETING OF SHAREHOLDERS OF THE NUVEEN FLAGSHIP
                    KENTUCKY LIMITED TERM MUNICIPAL BOND FUND
                          TO BE HELD ON APRIL 15, 1999

         At the upcoming Special Meeting, shareholders will be asked to approve
a reorganization of the Nuveen Flagship Kentucky Limited Term Municipal Bond
Fund into the Nuveen Flagship Kentucky Municipal Bond Fund and other matters in
connection with the reorganization. Please refer to the accompanying prospectus/
proxy statement and cast your vote on the proxy ballot.

         Whether or not you plan to join us at the meeting, please sign, date
and vote the proxy ballot and return it to our proxy tabulator in the enclosed
post-page envelope. Please specify your choice by marking the appropriate box on
the proxy ballot. If you do not mark any boxes, your proxy will be voted in
accordance with the Board of Trustees' recommendations.

                    NOTE:  YOUR PROXY IS NOT VALID UNLESS IT
                    IS SIGNED.  Please sign exactly as your name(s)
                    appears on the Proxy Ballot.  If signing for estates,
                    trusts or corporations, title or capacity should be stated.
                    If shares are held jointly, either holder should sign.

PROPOSAL:

         1.   To approve an Agreement and Plan of Reorganization pursuant to
              which the Nuveen Flagship Kentucky Limited Term Municipal Bond
              Fund (the "Kentucky Limited Term Fund") would (i) transfer all of
              its assets to the Nuveen Flagship Kentucky Municipal Bond Fund
              (the "Kentucky Fund") in exchange solely for Class A, C and R
              shares of beneficial interest of the Kentucky Fund and the
              Kentucky Fund's assumption of the liabilities of the Kentucky
              Limited Term Fund, (ii) distribute such shares of the Kentucky
              Fund to the holders of shares of the Kentucky Limited Term Fund
              and (iii) be liquidated, dissolved and terminated as a series of
              the Nuveen Flagship Multistate Trust IV (the "Trust") in
              accordance with the Trust's Declaration of Trust.

         2.   In their discretion, the Proxies indicated on the reverse side of
              the Proxy Ballot are authorized to vote upon such other matters as
              may properly come before the Special Meeting.

    - Please fold and detach at perforation. Return the Proxy Ballot only. -

NUVEEN FLAGSHIP KENTUCKY LIMITED TERM MUNICIPAL BOND FUND
PROXY BALLOT

                                                       FOR     AGAINST   ABSTAIN
1.  Approval of Agreement and Plan of Reorganization.  [ ]       [ ]       [ ]


                                                     2. In their discretion, the
                                                     Proxies are authorized to
                                                     vote on such other business
                                                     as may come before the
                                                     Special Meeting.

                                                     Date:                , 1999
                                                          ----------------

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

                                                     ---------------------------
                                                     Signature(s)   


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