NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND
N-2/A, 2001-01-19
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<PAGE>


   As filed with the Securities and Exchange Commission on January 19, 2001
================================================================================
                                                    1933 Act File No. 333-49254

                                                    1940 Act File No. 811-09471

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   Form N-2
                       (Check appropriate box or boxes)


[ ]  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X]  Pre-Effective Amendment No. 3
[ ]  Post-Effective Amendment No. __________

          and
[ ]  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

[X]  Amendment No. 3

               Nuveen Maryland Dividend Advantage Municipal Fund
         Exact Name of Registrant as Specified in Declaration of Trust
                333 West Wacker Drive, Chicago, Illinois 60606
 Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
                                (800) 257-8787
              Registrant's Telephone Number, including Area Code

                             Gifford R. Zimmerman
                         Vice President and Secretary
                             333 West Wacker Drive
                            Chicago, Illinois 60606
 Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
                         Copies of Communications to:

Stacy H. Winick               Thomas S. Harman               Sarah E. Cogan
Bell, Boyd & Lloyd LLC  Morgan, Lewis & Bockius LLP  Simpson Thacher & Bartlett
70 W. Madison St.            1800 M Street, N.W.           425 Lexington Ave.
Chicago, IL 60602          Washington, D.C. 20036          New York, NY 10017

                 Approximate Date of Proposed Public Offering:

 As soon as practicable after the effective date of this Registration Statement

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

     If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]

     It is proposed that this filing will become effective (check appropriate
box)

     [X] when declared effective pursuant to section 8(c)

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

       CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
===================================================================================================================================
                                                                                        Proposed Maximum
        Title of Securities Being          Amount             Proposed Maximum         Aggregate Offering            Amount of
               Registered             Being Registered     Offering Price Per Unit          Price(1)            Registration Fee(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>                         <C>                      <C>
Common Shares, $.01 par value         3,666,667 Shares              $15.00                 $55,000,005                $13,750
===================================================================================================================================
</TABLE>
================================================================================

(1) Estimated solely for the purpose of calculating the registration fee.

(2) $3,960 of which has previously been paid.

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
may determine.

===============================================================================
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

               SUBJECT TO COMPLETION, DATED JANUARY 19, 2001

PROSPECTUS

                                       Shares


NUVEEN LOGO    Nuveen Maryland Dividend Advantage Municipal Fund

                                 Common Shares
                                $15.00 per share

                                  ----------

  Investment Objectives. The Fund is a newly-organized, non-diversified,
closed-end management investment company. The Fund's investment objectives are:
  . to provide current income exempt from regular federal and Maryland income
    tax; and
  . to enhance portfolio value relative to the municipal bond market by
    investing in tax-exempt municipal bonds that the Fund's investment adviser
    believes are underrated or undervalued or that represent municipal market
    sectors that are undervalued.

  Portfolio Contents. Under normal market conditions, the Fund will invest its
net assets in a portfolio of municipal bonds that are exempt from regular
federal and Maryland income taxes. Under normal market conditions, the Fund
expects to be fully invested in such tax-exempt municipal bonds. Through
December 31, 2001, the Fund may invest in municipal bonds that are exempt from
regular federal income tax but not from Maryland income tax, provided that no
more than 10% of the Fund's investment income during that time may be derived
from investments in those bonds. The Fund will invest at least 80% of its net
assets in investment grade quality municipal bonds. The Fund may invest up to
20% of its net assets in municipal bonds that are rated Ba/BB or B or that are
unrated but judged to be of comparable quality by the Fund's investment
adviser. The Fund cannot assure you that it will achieve its investment
objectives.

                                  ----------

  Investing in common shares involves certain risks. See "Risks" beginning on
page 18.

  No Prior History. Because the Fund is newly organized, its common shares have
no history of public trading. Shares of closed-end investment companies
frequently trade at a discount from their net asset value. This risk may be
greater for investors expecting to sell their shares in a relatively short
period after completion of the public offering. The common shares have been
approved on the American Stock Exchange, subject to notice of issuance. The
trading or "ticker" symbol of the common shares is expected to be "NFM."

                                  ----------

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
                                  ----------
<TABLE>
<CAPTION>
                       Per Share    Total
                       --------- ------------
<S>                    <C>       <C>
Public Offering Price   $15.00   $
Sales Load              $ 0.675  $
Proceeds to the Fund    $14.325  $
</TABLE>

  The underwriters expect to deliver the common shares to purchasers on or
about        , 2001.

                                  ----------
Salomon Smith Barney                                          Nuveen Investments
Deutsche Banc Alex. Brown                              A.G. Edwards & Sons, Inc.
Prudential Securities                                            UBS Warburg LLC

Ferris, Baker Watts                                 First Union Securities, Inc.
  Incorporated               Legg Mason Wood Walker
                                  Incorporated
       , 2001
<PAGE>

   You should read the Prospectus, which contains important information about
the Fund, before deciding whether to invest and retain it for future
reference. A Statement of Additional Information, dated        , 2001,
containing additional information about the Fund, has been filed with the
Securities and Exchange Commission and is incorporated by reference in its
entirety into this Prospectus. You may request a free copy of the Statement of
Additional Information, the table of contents of which is on page 37 of this
Prospectus, by calling (800) 257-8787 or by writing to the Fund, or obtain a
copy (and other information regarding the Fund) from the Securities and
Exchange Commission web site (http://www.sec.gov).

   The Fund's common shares do not represent a deposit or obligation of, and
are not guaranteed or endorsed by, any bank or other insured depository
institution, and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency.

   The underwriters named in this Prospectus may purchase up to
additional common shares from the Fund under certain circumstances.


                                       2
<PAGE>

   You should rely only on the information contained or incorporated by
reference in this Prospectus. The Fund has not authorized anyone to provide you
with different information. The Fund is not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information contained in this Prospectus is accurate as of any date other than
the date on the front of this Prospectus.

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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Prospectus Summary.........................................................   4
Summary of Fund Expenses...................................................  10
The Fund...................................................................  12
Use of Proceeds............................................................  12
The Fund's Investments.....................................................  12
MuniPreferred Shares and Leverage..........................................  15
Risks......................................................................  18
How the Fund Manages Risk..................................................  21
Management of the Fund.....................................................  23
Net Asset Value............................................................  24
Distributions..............................................................  24
Dividend Reinvestment Plan.................................................  25
Description of Shares......................................................  26
Certain Provisions in the Declaration of Trust.............................  28
Repurchase of Fund Shares; Conversion to Open-End Fund.....................  30
Tax Matters................................................................  30
Other Matters..............................................................  32
Underwriting...............................................................  33
Custodian and Transfer Agent...............................................  36
Legal Opinions.............................................................  36
Table of Contents for the Statement of Additional Information..............  37
</TABLE>

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

   Until        , 2001 (25 days after the date of this Prospectus), all dealers
that buy, sell or trade the Common Shares, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

                                       3
<PAGE>

                              PROSPECTUS SUMMARY

   This is only a summary. You should review the more detailed information
contained in the Prospectus and in the Statement of Additional Information.

The Fund............... Nuveen Maryland Dividend Advantage Municipal Fund (the
                         "Fund") is a newly organized, non-diversified,
                         closed-end management investment company. The Fund is
                         designed to provide tax benefits to investors who are
                         residents of Maryland. See "The Fund."

The Offering........... The Fund is offering          common shares of
                         beneficial interest at $15.00 per share through a
                         group of underwriters (the "Underwriters") led by
                         Salomon Smith Barney Inc., Nuveen Investments
                         ("Nuveen"), Deutsche Banc Alex. Brown, A.G. Edwards &
                         Sons, Inc., Prudential Securities Incorporated, UBS
                         Warburg LLC, Ferris, Baker Watts, Incorporated, First
                         Union Securities, Inc. and Legg Mason Wood Walker,
                         Incorporated. The common shares of beneficial
                         interest are called "Common Shares" in the rest of
                         this Prospectus. You must purchase at least 100
                         Common Shares. The Fund has given the Underwriters an
                         option to purchase up to           additional Common
                         Shares to cover orders in excess of           Common
                         Shares. See "Underwriting." Nuveen Investments has
                         agreed to pay (i) all organizational expenses and
                         (ii) offering costs (other than sales load) that
                         exceed $0.03 per Common Share.

Investment Objectives.. The Fund's investment objectives are to provide
                         current income exempt from regular federal and
                         Maryland income tax and enhance portfolio value
                         relative to the municipal bond market by investing in
                         tax-exempt municipal bonds that the Fund's investment
                         adviser believes are underrated or undervalued or
                         that represent municipal market sectors that are
                         undervalued. Under normal market conditions, the Fund
                         will invest its net assets in a portfolio of
                         municipal bonds that are exempt from regular federal
                         and Maryland income taxes. Under normal market
                         conditions, the Fund expects to be fully invested in
                         such tax-exempt municipal bonds. Through December 31,
                         2001, the Fund may invest in municipal bonds that are
                         exempt from regular federal income tax but not from
                         Maryland income tax ("Out of State Bonds"), provided
                         that no more than 10% of the Fund's investment income
                         during that time, as measured on the date of purchase
                         of such bond, may be derived from Out of State Bonds.
                         The Fund will invest at least 80% of its net assets
                         in municipal bonds that at the time of investment are
                         investment grade quality. Investment grade quality
                         bonds are bonds rated within the four highest grades
                         (Baa or BBB or better by Moody's Investor Service,
                         Inc. ("Moody's"), Standard & Poor's Corporation
                         ("S&P") or Fitch IBCA, Inc. ("Fitch")), or bonds that
                         are unrated but judged to be of comparable quality by
                         the Fund's investment adviser. The Fund may invest up
                         to 20% of its net assets in municipal bonds that, at
                         the time

                                       4
<PAGE>

                         of investment, are rated Ba/BB or B by Moody's, S&P
                         or Fitch or that are unrated but judged to be of
                         comparable quality by the Fund's investment
                         adviser. Bonds of below investment grade quality
                         are regarded as having predominately speculative
                         characteristics with respect to capacity to pay
                         interest and repay principal, and are commonly
                         referred to as junk bonds. The Fund cannot assure
                         you that it will attain its investment objectives.
                         See "The Fund's Investments."

Special
Considerations........  If the Fund invests in Out of State Bonds, a portion
                         of your dividends will be subject to Maryland
                         income taxes. The Fund expects that a substantial
                         portion of its investments will pay interest that
                         is taxable under the federal alternative minimum
                         tax. If you are, or as a result of investment in
                         the Fund would become, subject to the federal
                         alternative minimum tax, the Fund may not be a
                         suitable investment for you. In addition, capital
                         gains distributions will be subject to capital
                         gains taxes. See "Tax Matters."

Proposed Offering of
 MuniPreferred(R)
 Shares...............  Subject to market conditions, approximately one to
                         three months after completion of this offering, the
                         Fund intends to offer preferred shares of
                         beneficial interest ("MuniPreferred Shares")
                         representing approximately 35% of the Fund's
                         capital after their issuance. The issuance of
                         MuniPreferred Shares will leverage your investment
                         in common shares. Leverage involves special risks.
                         There is no assurance that the Fund will issue
                         MuniPreferred Shares or that, if issued, the Fund's
                         leveraging strategy will be successful. See
                         "Risks--Leverage Risk." The money the Fund obtains
                         by selling the MuniPreferred Shares will be
                         invested in long-term municipal bonds, which will
                         generally pay fixed rates of interest over the life
                         of the bond. The MuniPreferred Shares will pay
                         dividends based on shorter-term rates, which will
                         be reset frequently. So long as the rate of return,
                         net of applicable Fund expenses, on the long-term
                         bonds purchased by the Fund exceeds MuniPreferred
                         Share dividend rates as reset periodically, the
                         investment of the proceeds of the MuniPreferred
                         Shares will generate more income than will be
                         needed to pay dividends on the MuniPreferred
                         Shares. If so, the excess will be used to pay
                         higher dividends to holders of Common Shares
                         ("Common Shareholders"). However, the Fund cannot
                         assure you that the issuance of MuniPreferred
                         Shares will result in a higher yield on your Common
                         Shares. Once MuniPreferred Shares are issued, the
                         net asset value and market price of the Common
                         Shares and the yield to Common Shareholders will be
                         more volatile. See "MuniPreferred Shares and
                         Leverage" and "Description of Shares--MuniPreferred
                         Shares."

Investment Adviser.... Nuveen Advisory Corp. ("Nuveen Advisory") will be
                         the Fund's investment adviser. Nuveen Advisory will
                         receive an annual fee,

                                       5
<PAGE>


                         payable monthly, in a maximum amount equal to .65%
                         of the Fund's average daily net assets (including
                         assets attributable to any MuniPreferred Shares
                         that may be outstanding), with lower fee levels for
                         assets that exceed $125 million. Nuveen Advisory
                         has contractually agreed to reimburse the Fund for
                         fees and expenses in the amount of .30% of average
                         daily net assets of the Fund for the first five
                         full years of the Fund's operations (through
                         January 31, 2006), and for a declining amount for
                         an additional five years (through January 31,
                         2011). Nuveen Advisory is a wholly owned subsidiary
                         of Nuveen. See "Management of the Fund."

Distributions.........  Commencing with the Fund's first dividend, the Fund
                         intends to make regular monthly cash distributions
                         to you at a level rate based on the projected
                         performance of the Fund. The Fund's ability to
                         maintain a level dividend rate will depend on a
                         number of factors, including dividends payable on
                         the MuniPreferred Shares. As portfolio and market
                         conditions change, the rate of dividends on the
                         Common Shares and the Fund's dividend policy could
                         change. Over time, the Fund will distribute all of
                         its net investment income (after it pays accrued
                         dividends on any outstanding MuniPreferred Shares).
                         In addition, at least annually, the Fund intends to
                         distribute net realized capital gains and taxable
                         ordinary income, if any, to you so long as the net
                         realized capital gains and taxable ordinary income
                         are not necessary to pay accrued dividends on, or
                         redeem or liquidate, any MuniPreferred Shares. Your
                         initial distribution is expected to be declared
                         approximately 45 days, and paid approximately 60 to
                         90 days, from the completion of this offering,
                         depending on market conditions. You may elect to
                         automatically reinvest some or all of your
                         distributions in additional Common Shares under the
                         Fund's Dividend Reinvestment Plan. See
                         "Distributions" and "Dividend Reinvestment Plan."

Listing...............  The Common Shares have been approved for listing on
                         the American Stock Exchange, subject to notice of
                         issuance. See "Description of Shares--Common
                         Shares." The trading or "ticker" symbol of the
                         Common Shares is expected to be "NFM."

Custodian.............
                        The Chase Manhattan Bank will serve as custodian of
                         the Fund's assets. See "Custodian and Transfer
                         Agent."

Market Price of
Shares................
                        Shares of closed-end investment companies frequently
                         trade at prices lower than net asset value. Shares
                         of closed-end investment companies like the Fund
                         that invest predominantly in investment grade
                         municipal bonds have during some periods traded at
                         prices higher than net asset value and during other
                         periods have traded at prices lower than net asset
                         value. The Fund cannot assure you that Common
                         Shares will trade at a price higher than net asset
                         value in the future. Net asset value will be
                         reduced immediately following the offering by the
                         sales load and the amount of organization and

                                       6
<PAGE>

                         offering expenses paid by the Fund. See "Use of
                         Proceeds." In addition to net asset value, market
                         price may be affected by such factors as dividend
                         levels (which are in turn affected by expenses),
                         call protection, dividend stability, portfolio
                         credit quality and liquidity and market supply and
                         demand. See "MuniPreferred Shares and Leverage,"
                         "Risks," "Description of Shares," "Repurchase of
                         Fund Shares; Conversion to Open-End Fund" and the
                         Statement of Additional Information under
                         "Repurchase of Fund Shares; Conversion to Open-End
                         Fund." The Common Shares are designed primarily for
                         long-term investors, and you should not view the
                         Fund as a vehicle for trading purposes.

Special Risk
Considerations........ No Operating History. The Fund is a newly organized,
                         non-diversified, closed-end management investment
                         company with no history of operations.

                        Interest Rate Risk. Generally, when market interest
                         rates fall, bond prices rise, and vice versa.
                         Interest rate risk is the risk that the municipal
                         bonds in the Fund's portfolio will decline in value
                         because of increases in market interest rates. The
                         prices of longer-term bonds fluctuate more than
                         prices of shorter-term bonds as interest rates
                         change. Conversely, the values of lower-rated and
                         comparable unrated debt securities are less likely
                         than those of investment grade and comparable
                         unrated debt securities to fluctuate inversely with
                         changes in interest rates. Because the Fund will
                         invest primarily in long-term bonds, the Common
                         Share net asset value and market price per share
                         will fluctuate more in response to changes in
                         market interest rates than if the Fund invested
                         primarily in shorter-term bonds. The Fund's use of
                         leverage, as described below, will tend to increase
                         Common Share interest rate risk.

                        Credit Risk. Credit risk is the risk that one or
                         more municipal bonds in the Fund's portfolio will
                         decline in price, or fail to pay interest or
                         principal when due, because the issuer of the bond
                         experiences a decline in its financial status. The
                         Fund may invest up to 20% (measured at the time of
                         investment) of its net assets in municipal bonds
                         that are rated Ba/BB or B or that are unrated but
                         judged to be of comparable quality by Nuveen
                         Advisory. The prices of these lower grade bonds are
                         more sensitive to negative developments, such as a
                         decline in the issuer's revenues or a general
                         economic downturn, than are the prices of higher
                         grade securities. Municipal bonds of below
                         investment grade quality are predominately
                         speculative with respect to the issuer's capacity
                         to pay interest and repay principal when due, and
                         therefore involve a greater risk of default.

                        Concentration in Maryland Issuers. The Fund's policy
                         of investing primarily in municipal obligations of
                         issuers located in Maryland makes the Fund more
                         susceptible to adverse economic, political or
                         regulatory occurrences affecting such issuers.

                                       7
<PAGE>

                        Leverage Risk. The use of leverage through the
                         issuance of MuniPreferred Shares creates an
                         opportunity for increased Common Share net income,
                         but also creates special risks for Common
                         Shareholders. There is no assurance that the Fund's
                         leveraging strategy will be successful. It is
                         anticipated that MuniPreferred dividends will be
                         based on shorter-term municipal bond rates of return
                         (which would be redetermined periodically, pursuant
                         to an auction process), and that the Fund will invest
                         the proceeds of the MuniPreferred Shares offering in
                         long-term, typically fixed rate, municipal bonds. So
                         long as the Fund's municipal bond portfolio provides
                         a higher rate of return (net of Fund expenses) than
                         the MuniPreferred dividend rate, as reset
                         periodically, the leverage will cause Common
                         Shareholders to receive a higher current rate of
                         return than if the Fund were not leveraged. If,
                         however, long and/or short-term rates rise, the
                         MuniPreferred dividend rate could exceed the rate of
                         return on long-term bonds held by the Fund that were
                         acquired during periods of generally lower interest
                         rates, reducing return to Common Shareholders.
                         Leverage creates two major types of risks for Common
                         Shareholders:

                            .  the likelihood of greater volatility of net
                               asset value and market price of Common Shares,
                               because changes in the value of the Fund's bond
                               portfolio (including bonds bought with the
                               proceeds of the MuniPreferred Shares offering)
                               are borne entirely by the Common Shareholders;
                               and

                            .  the possibility either that Common Share income
                               will fall if the MuniPreferred dividend rate
                               rises, or that Common Share income will
                               fluctuate because the MuniPreferred dividend
                               rate varies.

                        Municipal Bond Market Risk. The amount of public
                         information available about the municipal bonds in
                         the Fund's portfolio is generally less than that for
                         corporate equities or bonds, and the investment
                         performance of the Fund may therefore be more
                         dependent on the analytical abilities of Nuveen
                         Advisory than would be a stock fund or taxable bond
                         fund. The secondary market for municipal bonds,
                         particularly the below investment grade bonds in
                         which the Fund may invest, also tends to be less
                         well-developed or liquid than many other securities
                         markets, which may adversely affect the Fund's
                         ability to sell its bonds at attractive prices.

                        Non-Diversification. Because the Fund is classified as
                         "non-diversified" under the Investment Company Act of
                         1940, as amended (the "1940 Act"), it can invest a
                         greater portion of its assets in obligations of a
                         single issuer. As a result, the Fund will be more
                         susceptible than a more widely diversified fund to
                         any single corporate, economic, political or
                         regulatory occurrence. See "The Fund's Investments."
                         In

                                       8
<PAGE>

                         addition, the Fund must satisfy certain asset
                         diversification rules in order to qualify as a
                         regulated investment company for federal income tax
                         purposes.

                        Anti-takeover Provisions. The Fund's Declaration of
                         Trust (the "Declaration") includes provisions that
                         could limit the ability of other entities or
                         persons to acquire control of the Fund or convert
                         the Fund to open-end status. The provisions of the
                         Declaration described above could have the effect
                         of depriving the Common Shareholders of
                         opportunities to sell their Common Shares at a
                         premium over the then current market price of the
                         Common Shares.

                                       9
<PAGE>

                           SUMMARY OF FUND EXPENSES

   The following table assumes the issuance of MuniPreferred Shares in an
amount equal to 35% of the Fund's capital (after their issuance), and shows
Fund expenses both as a percentage of net assets attributable to Common Shares
and as a percentage of total net assets.

<TABLE>
   <S>                                                <C> <C>
   Shareholder Transaction Expenses
     Sales Load Paid by You (as a percentage of
      offering price)................................             4.50%
     Dividend Reinvestment Plan Fees.................             None(/1/)

<CAPTION>
                                                            Percentage of Net
                                                           Assets Attributable
                                                          to Common Shares(/2/)
                                                      --- ---------------------
   <S>                                                <C> <C>
   Annual Expenses
   Management Fees...................................             1.00%
   Other Expenses....................................              .38%
                                                      ---         ----
   Total Annual Expenses.............................             1.38%
   Fee and Expense Reimbursement (Years 1-5).........             (.46%)(/3/)
                                                      ---         ----
   Total Net Annual Expenses (Years 1-5).............              .92% (/3/)
                                                      ---         ----
</TABLE>
--------
(1) You will be charged a $2.50 service charge and pay brokerage charges if
    you direct the Plan Agent to sell your Common Shares held in a dividend
    reinvestment account.

(2) Stated as percentages of the Fund's total net assets, and again assuming
    the issuance of MuniPreferred Shares in an amount equal to 35% of the
    Fund's capital (after their issuance), the Fund's expenses would be
    estimated to be as follows:
<TABLE>
<CAPTION>
                                                                Percentage
                                                                 of Total
                                                                Net Assets
                                                                ----------
   <S>                                                          <C>
   Annual Expenses
   Management Fees........................................          .65%
   Other Expenses.........................................          .25%
                                                                   ----
   Total Annual Expenses..................................          .90%
   Fees and Expense
    Reimbursement (Years 1-5).............................         (.30%)(/3/)
                                                                   ----
   Total Net Annual
    Expenses (Years 1-5)..................................          .60% (/3/)
</TABLE>

(3) Nuveen Advisory has contractually agreed to reimburse the Fund for fees
    and expenses in the amount of .30% of average daily net assets for the
    first 5 full years of the Fund's operations, .25% of average daily net
    assets in year 6, .20% in year 7, .15% in year 8, .10% in year 9 and .05%
    in year 10. Without the reimbursement, "Total Net Annual Expenses" would
    be estimated to be .85% of average daily net assets and 1.31% of average
    daily net assets attributable to Common Shares. Nuveen has agreed to pay
    (i) all organizational expenses and (ii) offering costs (other than sales
    load) that exceed $0.03 per Common Share (.20% of offering price).

   The purpose of the table above is to help you understand all fees and
expenses that you, as a Common Shareholder, would bear directly or indirectly.
The expenses shown in the table are based on estimated amounts for the Fund's
first year of operations and assume that the Fund issues approximately
3,700,000 Common Shares. See "Management of the Fund" and "Dividend
Reinvestment Plan."

                                      10
<PAGE>

   The following example illustrates the expenses (including the sales load of
$45) that you would pay on a $1,000 investment in Common Shares, assuming (1)
total net annual expenses of .85% of net assets attributable to Common Shares
in years 1 through 5, increasing to 1.23% in year 10 and (2) a 5% annual
return:(/1/)

<TABLE>
<CAPTION>
             1 Year           3 Years                 5 Years                 10 Years(/2/)
             ------           -------                 -------                 -------------
             <S>              <C>                     <C>                     <C>
              $54               $74                     $95                       $171
</TABLE>

   The example should not be considered a representation of future expenses.
Actual expenses may be higher or lower.
--------

(1) The example assumes that the estimated Other Expenses set forth in the
    Annual Expenses table are accurate, that fees and expenses increase as
    described in note 2 below and that all dividends and distributions are
    reinvested at net asset value. Actual expenses may be greater or less than
    those assumed. Moreover, the Fund's actual rate of return may be greater
    or less than the hypothetical 5% return shown in the example. The expenses
    you would pay, based on the Fund's expenses stated as percentages of the
    Fund's total net assets (assuming the issuance of MuniPreferred Shares in
    an amount equal to 35% of the Funds' capital after their issuance) and
    otherwise on the assumptions in the example would be: 1 year $51; 3 years
    $63; 5 years $77; and 10 years $127.

(2) Assumes reimbursement of fees and expenses of .25% of average daily net
    assets in year 6, .20% in year 7, .15% in year 8, .10% in year 9 and .05%
    in year 10. Nuveen Advisory has not agreed to reimburse the Fund for any
    portion of its fees and expenses beyond January 31, 2011. See "Management
    of the Fund--Investment Management Agreement."

                                      11
<PAGE>

                                   THE FUND

   The Fund is a recently organized, non-diversified, closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund was organized as a Massachusetts business
trust on June 1, 1999, pursuant to a Declaration governed by the laws of The
Commonwealth of Massachusetts. As a newly organized entity, the Fund has no
operating history. The Fund's principal office is located at 333 West Wacker
Drive, Chicago, Illinois 60606, and its telephone number is (800) 257-8787.
The Fund is designed to provide tax benefits to investors who are residents of
Maryland.

                                USE OF PROCEEDS

   The net proceeds of the offering of Common Shares will be approximately
$            ($            if the Underwriters exercise the over-allotment
option in full) after payment of the estimated organization and offering
costs. Nuveen has agreed to pay (i) all organizational expenses and (ii)
offering costs (other than sales load) that exceed $0.03 per Common Share. The
Fund will invest the net proceeds of the offering in accordance with the
Fund's investment objectives and policies as stated below. It is presently
anticipated that the Fund will be able to invest substantially all of the net
proceeds in municipal bonds that meet those investment objectives and policies
within three months after the completion of the offering. Pending such
investment, it is anticipated that the proceeds will be invested in short-
term, tax-exempt securities.

                            THE FUND'S INVESTMENTS

Investment Objectives and Policies

   The Fund's investment objectives are:

  .  to provide current income exempt from regular federal and Maryland
     income tax; and

  .  to enhance portfolio value relative to the municipal bond market by
     investing in tax-exempt municipal bonds that Nuveen Advisory believes
     are underrated or undervalued or that represent municipal market sectors
     that are undervalued.

   Underrated municipal bonds are those whose ratings do not, in Nuveen
Advisory's opinion, reflect their true creditworthiness. Undervalued municipal
bonds are bonds that, in Nuveen Advisory's opinion, are worth more than the
value assigned to them in the marketplace. Nuveen Advisory may at times
believe that bonds associated with a particular municipal market sector (for
example, health care), or issued by a particular municipal issuer, are
undervalued. Nuveen Advisory may purchase such a bond for the Fund's portfolio
because it represents a market sector or issuer that Nuveen Advisory considers
undervalued, even if the value of the particular bond appears to be consistent
with the value of similar bonds. Municipal bonds of particular types (e.g.,
hospital bonds, industrial revenue bonds or bonds issued by a particular
municipal issuer) may be undervalued because there is a temporary excess of
supply in that market sector, or because of a general decline in the market
price of municipal bonds of the market sector for reasons that do not apply to
the particular municipal bonds that are considered undervalued. The Fund's
investment in underrated or undervalued municipal bonds will be based on
Nuveen Advisory's belief that their yield is higher than that available on
bonds bearing equivalent levels of interest rate risk, credit risk and other
forms of risk, and that their prices will ultimately rise (relative to the
market) to reflect their true value. The Fund attempts to increase its
portfolio value relative to the municipal bond market by prudent selection of
municipal bonds regardless of the direction the market may move. Any capital
appreciation realized by the Fund will generally result in the distribution of
taxable capital gains to Common Shareholders.

                                      12
<PAGE>

   Under normal market conditions, the Fund will invest its net assets in a
portfolio of municipal bonds that are exempt from regular federal and Maryland
income taxes. Under normal market conditions, the Fund expects to be fully
invested (at least 95% of its assets) in such tax-exempt municipal bonds.
After the completion of the offering through December 31, 2001, the Fund may
invest in Out of State Bonds, provided that no more than 10% of the Fund's
investment income during that time, as measured on the date of purchase of
such bond, may be derived from Out of State Bonds. The Fund will purchase Out
of State Bonds if other suitable investments are not available. Investment in
Out of State Bonds would result in a portion of your dividends being subject
to Maryland income taxes. For more information, see the Statement of
Additional Information. The Fund will invest at least 80% of its net assets in
investment grade quality municipal bonds. Investment grade quality means that
such bonds are rated, at the time of investment, within the four highest
grades (Baa or BBB or better by Moody's, S&P or Fitch) or are unrated but
judged to be of comparable quality by Nuveen Advisory. The Fund may invest up
to 20% of its net assets in municipal bonds that are rated, at the time of
investment, Ba/BB or B by Moody's, S&P or Fitch or that are unrated but judged
to be of comparable quality by Nuveen Advisory. Bonds of below investment
grade quality (Ba/BB or below) are commonly referred to as junk bonds. Bonds
of below investment grade quality are regarded as having predominately
speculative characteristics with respect to capacity to pay interest and repay
principal. The foregoing credit quality policies apply only at the time a
security is purchased, and the Fund is not required to dispose of a security
in the event that a rating agency downgrades its assessment of the credit
characteristics of a particular issue. In determining whether to retain or
sell such a security, Nuveen Advisory may consider such factors as Nuveen
Advisory's assessment of the credit quality of the issuer of such security,
the price at which such security could be sold and the rating, if any,
assigned to such security by other rating agencies. A general description of
Moody's, S&P's and Fitch's ratings of municipal bonds is set forth in Appendix
A to the Statement of Additional Information. See "--Municipal Bonds" below
for a general description of the economic and credit characteristics of
municipal issuers in Maryland. The Fund may also invest in securities of other
open- or closed-end investment companies that invest primarily in municipal
bonds of the types in which the Fund may invest directly. See "--Other
Investment Companies" and "--Initial Portfolio Composition."

   The Fund may purchase municipal bonds that are additionally secured by
insurance, bank credit agreements, or escrow accounts. The credit quality of
companies which provide such credit enhancements will affect the value of
those securities. Although the insurance feature reduces certain financial
risks, the premiums for insurance and the higher market price paid for insured
obligations may reduce the Fund's income. Insurance generally will be obtained
from insurers with a claims-paying ability rated Aaa by Moody's or AAA by S&P
or Fitch. The insurance feature does not guarantee the market value of the
insured obligations or the net asset value of the Common Shares.

   Upon Nuveen Advisory's recommendation, during temporary defensive periods
and in order to keep the Fund's cash fully invested, including the period
during which the net proceeds of the offering are being invested, the Fund may
invest up to 100% of its net assets in short-term investments including high
quality, short-term securities that may be either tax-exempt or taxable. The
Fund intends to invest in taxable short-term investments only in the event
that suitable tax-exempt short-term investments are not available at
reasonable prices and yields. Investment in taxable short-term investments
would result in a portion of your dividends being subject to regular federal
and Maryland income taxes. For more information, see the Statement of
Additional Information.

   The Fund cannot change its investment objectives without the approval of
the holders of a "majority of the outstanding" Common Shares and MuniPreferred
Shares voting together as a single

                                      13
<PAGE>

class, and of the holders of a "majority of the outstanding" MuniPreferred
Shares voting as a separate class. A "majority of the outstanding" Common
Shares means (i) 67% or more of the shares present at a meeting, if the
holders of more than 50% of the shares are present or represented by proxy, or
(ii) more than 50% of the shares, whichever is less. See "Description of
Shares--MuniPreferred Shares--Voting Rights" and the Statement of Additional
Information under "Description of Shares--MuniPreferred Shares--Voting Rights"
for additional information with respect to the voting rights of holders of
MuniPreferred Shares.

   If you are, or as a result of investment in the Fund would become, subject
to the federal alternative minimum tax, the Fund may not be a suitable
investment for you because the Fund expects that a substantial portion of its
investments will pay interest that is taxable under the federal alternative
minimum tax. Special rules apply to corporate holders. In addition, capital
gains distributions will be subject to capital gains taxes. See "Tax Matters."

Municipal Bonds

   Municipal bonds are either general obligation or revenue bonds and
typically are issued to finance public projects (such as roads or public
buildings), to pay general operating expenses, or to refinance outstanding
debt. Municipal bonds may also be issued for private activities, such as
housing, medical and educational facility construction, or for privately owned
industrial development and pollution control projects. General obligation
bonds are backed by the full faith and credit, or taxing authority, of the
issuer and may be repaid from any revenue source; revenue bonds may be repaid
only from the revenues of a specific facility or source. The Fund also 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 Fund will only purchase municipal bonds representing lease obligations
where Nuveen Advisory believes the issuer has a strong incentive to continue
making appropriations until maturity.

   The municipal bonds in which the Fund will invest are generally issued by
the State of Maryland, a city in Maryland, or a political subdivision of such
State or city, and pay interest that, in the opinion of bond counsel to the
issuer (or on the basis of other authority believed by Nuveen Advisory to be
reliable), is exempt from regular federal and Maryland income taxes, although
the interest may be subject to the federal alternative minimum tax. The Fund
may invest in municipal bonds issued by United States possessions (such as
Puerto Rico or Guam) that are exempt from regular federal and Maryland income
taxes. Through December 31, 2001, the Fund also may invest in Out of State
Bonds subject to the limitations described under "--Investment Objectives and
Policies."

   The yields on municipal bonds depend on a variety of factors, including
prevailing interest rates and the condition of the general money market and
the municipal bond market, the size of a particular offering, the maturity of
the obligation and the rating of the issue. The market value of municipal
bonds will vary with changes in interest rate levels and as a result of
changing evaluations of the ability of their issuers to meet interest and
principal payments.

   The Fund will primarily invest in municipal bonds with long-term maturities
in order to maintain a weighted average maturity of 15-30 years, but the
weighted average maturity of obligations held by the Fund may be shortened,
depending on market conditions.

                                      14
<PAGE>

When-Issued and Delayed Delivery Transactions

   The Fund may buy and sell municipal bonds on a when-issued or delayed
delivery basis, making payment or taking delivery at a later date, normally
within 15 to 45 days of the trade date. This type of transaction may involve
an element of risk because no interest accrues on the bonds prior to
settlement and, since bonds are subject to market fluctuations, the value of
the bonds at time of delivery may be less (or more) than cost. A separate
account of the Fund will be established with its custodian consisting of cash,
cash equivalents, or liquid securities having a market value at all times at
least equal to the amount of the commitment.

Other Investment Companies

   The Fund may invest up to 10% of its net assets in securities of other
open- or closed-end investment companies that invest primarily in municipal
bonds of the types in which the Fund may invest directly. The Fund generally
expects to invest in other investment companies either during periods when it
has large amounts of uninvested cash, such as the period shortly after the
Fund receives the proceeds of the offering of its Common Shares or
MuniPreferred Shares, or during periods when there is a shortage of
attractive, high-yielding municipal bonds available in the market. As a
stockholder in an investment company, the Fund will bear its ratable share of
that investment company's expenses, and would remain subject to payment of the
Fund's advisory and administrative fees with respect to assets so invested.
Common Shareholders would therefore be subject to duplicative expenses to the
extent the Fund invests in other investment companies. Nuveen Advisory will
take expenses into account when evaluating the investment merits of an
investment in the investment company relative to available municipal bond
investments. In addition, the securities of other investment companies may
also be leveraged and will therefore be subject to the same leverage risks
described herein. As described in the Prospectus in the section entitled
"Risks," the net asset value and market value of leveraged shares will be more
volatile and the yield to shareholders will tend to fluctuate more than the
yield generated by unleveraged shares.

Initial Portfolio Composition

   If current market conditions persist, the Fund expects that approximately
95% of its initial portfolio will consist of investment grade quality
municipal bonds, rated as such at the time of investment, meaning that such
bonds are rated by national rating agencies within the four highest grades or
are unrated but judged to be of comparable quality by Nuveen Advisory
(approximately 60% in Aaa/AAA; 15% in Aa/AA; 10% in A; and 10% in Baa/BBB).
The Fund will generally select obligations which may not be redeemed at the
option of the issuer for approximately seven to nine years from the date of
purchase by the Fund. See the Statement of Additional Information under "Other
Investment Policies and Techniques--Portfolio Trading and Turnover Rate."
Subject to market availability, the Fund would likely seek to invest
approximately 5% of its initial portfolio in municipal bonds that are, at the
time of investment, either rated below investment grade or that are unrated
but judged to be of comparable quality by Nuveen Advisory. See "--Investment
Objectives and Policies."

                       MUNIPREFERRED SHARES AND LEVERAGE

   Subject to market conditions, approximately one to three months after the
completion of the offering of the Common Shares, the Fund intends to offer
MuniPreferred Shares representing approximately 35% of the Fund's capital
immediately after the issuance of the MuniPreferred Shares.

                                      15
<PAGE>

The MuniPreferred Shares have complete priority upon distribution of assets
over the Common Shares. The issuance of MuniPreferred Shares will leverage the
Common Shares. Leverage involves special risks. There is no assurance that the
Fund's leveraging strategy will be successful. Although the timing and other
terms of the offering of the MuniPreferred Shares will be determined by the
Fund's Board of Trustees, the Fund expects to invest the proceeds of the
MuniPreferred Shares offering in long-term municipal bonds. The MuniPreferred
Shares will pay dividends based on shorter-term rates (which would be
redetermined periodically by an auction process). So long as the Fund's
portfolio is invested in securities that provide a higher rate of return than
the dividend rate of the MuniPreferred Shares (after taking expenses into
consideration), the leverage will cause you to receive a higher current rate
of return than if the Fund were not leveraged.

   Changes in the value of the Fund's bond portfolio (including bonds bought
with the proceeds of the MuniPreferred Shares offering) will be borne entirely
by the Common Shareholders. If there is a net decrease (or increase) in the
value of the Fund's investment portfolio, the leverage will decrease (or
increase) the net asset value per Common Share to a greater extent than if the
Fund were not leveraged. During periods in which the Fund is using leverage,
the fees paid to Nuveen Advisory for advisory services will be higher than if
the Fund did not use leverage because the fees paid will be calculated on the
basis of the Fund's total net assets, including the proceeds from the issuance
of MuniPreferred Shares.

   For tax purposes, the Fund is currently required to allocate net capital
gains and other taxable income, if any, between the Common Shares and
MuniPreferred Shares in proportion to total distributions paid to each class
for the year in which the net capital gains or other taxable income is
realized. If net capital gains or other taxable income is allocated to
MuniPreferred Shares (instead of solely tax-exempt income), the Fund will
likely have to pay higher total dividends to MuniPreferred Shareholders or
make special payments to MuniPreferred Shareholders to compensate them for the
increased tax liability. This would reduce the total amount of dividends paid
to the Common Shareholders, but would increase the portion of the dividend
that is tax-exempt. On an after-tax basis, Common Shareholders may still be
better off than if they had been allocated all of the Fund's net capital gains
or other taxable income (resulting in a higher amount of total dividends), but
received a lower amount of tax-exempt income. If the increase in dividend
payments or the special payments to MuniPreferred Shareholders are not
entirely offset by a reduction in the tax liability of, and an increase in the
tax-exempt dividends received by, the Common Shareholders, the advantage of
the Fund's leveraged structure to Common Shareholders will be reduced.

   Under the 1940 Act, the Fund is not permitted to issue preferred shares
unless immediately after such issuance the value of the Fund's total net
assets is at least 200% of the liquidation value of the outstanding preferred
shares (i.e., such liquidation value may not exceed 50% of the Fund's total
net assets). In addition, the Fund is not permitted to declare any cash
dividend or other distribution on its Common Shares unless, at the time of
such declaration, the value of the Fund's total net assets is at least 200% of
such liquidation value. If MuniPreferred Shares are issued, the Fund intends,
to the extent possible, to purchase or redeem MuniPreferred Shares from time
to time to the extent necessary in order to maintain coverage of any
MuniPreferred Shares of at least 200%. If the Fund has MuniPreferred Shares
outstanding, two of the Fund's trustees will be elected by the holders of
MuniPreferred Shares, voting separately as a class. The remaining trustees of
the Fund will be elected by holders of Common Shares and MuniPreferred Shares
voting together as a single class. In the event the Fund failed to pay
dividends on MuniPreferred Shares for two years, MuniPreferred Shareholders
would be entitled to elect a majority of the trustees of the Fund.

                                      16
<PAGE>

   The Fund may be subject to certain restrictions imposed by guidelines of
one or more rating agencies which may issue ratings for MuniPreferred Shares
issued by the Fund. These guidelines may impose asset coverage or portfolio
composition requirements that are more stringent than those imposed on the
Fund by the 1940 Act. It is not anticipated that these covenants or guidelines
will impede Nuveen Advisory from managing the Fund's portfolio in accordance
with the Fund's investment objectives and policies.

   The Fund may also borrow money for repurchase of its shares or as a
temporary measure for extraordinary or emergency purposes, including the
payment of dividends and the settlement of securities transactions which
otherwise might require untimely dispositions of Fund securities.

   Assuming that the MuniPreferred Shares will represent approximately 35% of
the Fund's capital and pay dividends at an annual average rate of 3.15%, the
income generated by the Fund's portfolio (net of estimated expenses) must
exceed 1.10% in order to cover such dividend payments and other expenses
specifically related to the MuniPreferred Shares. Of course, these numbers are
merely estimates, used for illustration. Actual MuniPreferred Share dividend
rates will vary frequently and may be significantly higher or lower than the
rate estimated above.

   The following table is furnished in response to requirements of the
Securities and Exchange Commission. It is designed to illustrate the effect of
leverage on Common Share total return, assuming investment portfolio total
returns (comprised of income and changes in the value of bonds held in the
Fund's portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment
portfolio returns are hypothetical figures and are not necessarily indicative
of the investment portfolio returns expected to be experienced by the Fund.
The table further reflects the issuance of MuniPreferred Shares representing
35% of the Fund's total capital, a 4.80% yield on the Fund's investment
portfolio, net of expenses, and the Fund's currently projected annual
MuniPreferred Share dividend rate of 3.15%. See "Risks" and "MuniPreferred
Shares and Leverage."

<TABLE>
   <S>                                    <C>      <C>     <C>     <C>   <C>
   Assumed Portfolio Total Return........ (10.00)% (5.00)%  0.00%  5.00% 10.00%
   Common Share Total Return............. (17.08)% (9.39)% (1.70)% 6.00% 13.69%
</TABLE>

   Unless and until MuniPreferred Shares are issued, the Common Shares will
not be leveraged and this section will not apply.

                                      17
<PAGE>

                                     RISKS

   The net asset value of the Common Shares will fluctuate with and be
affected by, among other things, interest rate risk, credit risk, reinvestment
risk and leverage risk, and an investment in Common Shares will be subject to
market discount risk, inflation risk and municipal bond market risk, each of
which is more fully described below.

   Newly Organized. The Fund is a newly organized, non-diversified, closed-end
management investment company and has no operating history.

   Market Discount Risk. Shares of closed-end management investment companies
frequently trade at a discount from their net asset value.

   Interest Rate Risk. Interest rate risk is the risk that bonds (and the
Fund's net assets) will decline in value because of changes in interest rates.
Generally, municipal bonds will decrease in value when interest rates rise and
increase in value when interest rates decline. This means that the net asset
value of the Common Shares will fluctuate with interest rate changes and the
corresponding changes in the value of the Fund's municipal bond holdings. The
value of the longer-term bonds in which the Fund generally invests fluctuates
more in response to changes in interest rates than does the value of shorter-
term bonds. Conversely, the values of lower-rated and comparable unrated debt
securities are less likely than those of investment grade and comparable
unrated debt securities to fluctuate inversely with changes in interest rates.
Because the Fund will invest primarily in long-term bonds, the Common Share
net asset value and market price per share will fluctuate more in response to
changes in market interest rates than if the Fund invested primarily in
shorter-term bonds. The Fund's use of leverage, as described below, will tend
to increase Common Share interest rate risk.

   Credit Risk. Credit risk is the risk that an issuer of a municipal bond
will become unable to meet its obligation to make interest and principal
payments. In general, lower rated municipal bonds carry a greater degree of
risk that the issuer will lose its ability to make interest and principal
payments, which could have a negative impact on the Fund's net asset value or
dividends. The Fund may invest up to 20% of its net assets in municipal bonds
that are rated Ba/BB or B by Moody's, S&P or Fitch or that are unrated but
judged to be of comparable quality by the Fund's investment adviser. Bonds
rated Ba/BB or B are regarded as having predominately speculative
characteristics with respect to capacity to pay interest and repay principal,
and these bonds are commonly referred to as junk bonds. The prices of these
lower grade bonds are more sensitive to negative developments, such as a
decline in the issuer's revenues or a general economic downturn, than are the
prices of higher grade securities.

   Concentration Risk. As described above, except to the extent the Fund
invests in temporary investments, the Fund will invest substantially all of
its net assets in Maryland municipal bonds. The Fund is therefore susceptible
to political, economic or regulatory factors affecting issuers of Maryland
municipal bonds. The information set forth below is derived from sources that
are generally available to investors. The information is intended to give a
recent historical description and is not intended to indicate future or
continuing trends in the financial or other conditions in Maryland.

   Maryland has benefited from the expansion in the national economy. The
unemployment figure for 1999 was 3.6% compared to a national rate for the same
period of 4.2%. Annual unemployment rates

                                      18
<PAGE>

have been below those of the national average for each of the last 20 years
except 1979 and 1997. The State's personal income per capita was the fifth
highest in the nation in 1999, at 112.8% of the national average. For each of
the past ten years, per capita personal income in Maryland ranks as the fifth
highest in the nation. Maryland employment is based largely in services, trade
and government. Those sectors, along with finance, insurance and real estate,
were the largest contributors to the gross state product. Proximity to
Washington, D.C. influences the above average percentage of employees in
government. Manufacturing, on the other hand, is a much smaller proportion of
employment than for the nation as a whole. The State's population, currently
approximately 5.2 million, has grown in every year since the 1990 census, with
a rate of change from year to year slightly below the national rate. A higher
proportion of Maryland's population is in the working ages of 20 through 64
than nationally.

   The State's constitution mandates a balanced budget. Maryland's general
obligation debt, which is constitutionally limited to a maximum term of 15
years, carries triple-A ratings from Moody's, Standard and Poor's, and Fitch.
The State's Combined Summary of Revenues, Expenditures, Other Sources and Uses
of Financial Resources and Changes in Fund Balances, General, Special Revenue,
Debt Service, and Capital Projects Funds for each of the five fiscal years
ended June 30, 1999 shows an excess of revenues over expenditures and net
other sources of financial resources in excess of $100,000,000 in each year.
Tax-exempt bonds issued in Maryland but not backed by the full faith and
credit of the State may also be affected by a variety of factors not discussed
here but specific to the locale or type of bond issue.

   The foregoing information constitutes only a brief summary of some of the
general factors which may impact certain issuers of municipal bonds and does
not purport to be a complete or exhaustive description of all adverse
conditions to which the issuers of municipal bonds held by the Fund are
subject. Additionally, many factors including national economic, social and
environmental policies and conditions, which are not within the control of the
issuers of the municipal bonds, could affect or could have an adverse impact
on the financial condition of the issuers. The Fund is unable to predict
whether or to what extent such factors or other factors may affect the issuers
of the municipal bonds, the market value or marketability of the municipal
bonds or the ability of the respective issuers of the municipal bonds acquired
by the Fund to pay interest on or principal of the municipal bonds. This
information has not been independently verified.

   Municipal Bond Market Risk. Investing in the municipal bond market involves
certain risks. The amount of public information available about the municipal
bonds in the Fund's portfolio is generally less than that for corporate
equities or bonds, and the investment performance of the Fund may therefore be
more dependent on the analytical abilities of Nuveen Advisory than would be a
stock fund or taxable bond fund. The secondary market for municipal bonds,
particularly the below investment grade bonds in which the Fund may invest,
also tends to be less well-developed or liquid than many other securities
markets, which may adversely affect the Fund's ability to sell its bonds at
attractive prices. Changes in federal income tax laws could affect the value
of the municipal bonds.

   The ability of municipal issuers to make timely payments of interest and
principal may be diminished during general economic downturns and as
governmental cost burdens are reallocated among federal, state and local
governments. In addition, laws enacted in the future by Congress or state
legislatures or referenda could extend the time for payment of principal
and/or interest, or impose other constraints on enforcement of such
obligations, or on the ability of municipalities to levy taxes. Issuers of
municipal securities might seek protection under the bankruptcy laws. In the
event of bankruptcy of

                                      19
<PAGE>

such an issuer, the Fund could experience delays in collecting principal and
interest and the Fund may not, in all circumstances, be able to collect all
principal and interest to which it is entitled. To enforce its rights in the
event of a default in the payment of interest or repayment of principal, or
both, the Fund may take possession of and manage the assets securing the
issuer's obligations on such securities, which may increase the Fund's
operating expenses. Any income derived from the Fund's ownership or operation
of such assets may not be tax-exempt.

   Reinvestment Risk. Reinvestment risk is the risk that income from the
Fund's bond portfolio will decline if and when the Fund invests the proceeds
from matured, traded or called bonds at market interest rates that are below
the portfolio's current earnings rate. A decline in income could affect the
Common Shares' market price or their overall returns.

   Leverage Risk. Leverage risk is the risk associated with the issuance of
the MuniPreferred Shares to leverage the Common Shares. There can be no
assurance that the Fund's leveraging strategy will be successful. Once the
MuniPreferred Shares are issued, the net asset value and market value of
Common Shares will be more volatile, and the yield to Common Shareholders will
tend to fluctuate with changes in the shorter-term dividend rates on the
MuniPreferred Shares. Long-term municipal bond rates of return are typically,
although not always, higher than shorter-term municipal bond rates of return.
If the dividend rate on the MuniPreferred Shares approaches the net rate of
return on the Fund's investment portfolio, the benefit of leverage to Common
Shareholders would be reduced. If the dividend rate on the MuniPreferred
Shares exceeds the net rate of return on the Fund's portfolio, the leverage
will result in a lower rate of return to Common Shareholders than if the Fund
were not leveraged. Because the long-term bonds included in the Fund's
portfolio will typically pay fixed rates of interest while the dividend rate
on the MuniPreferred Shares will be adjusted periodically, this could occur
even when both long-term and short-term municipal rates rise. In addition, the
Fund will pay (and Common Shareholders will bear) any costs and expenses
relating to the issuance and ongoing maintenance of the MuniPreferred Shares.
Accordingly, the Fund cannot assure you that the issuance of MuniPreferred
Shares will result in a higher yield or return to Common Shareholders.

   Similarly, any decline in the net asset value of the Fund's investments
will be borne entirely by Common Shareholders. Therefore, if the market value
of the Fund's portfolio declines, the leverage will result in a greater
decrease in net asset value to Common Shareholders than if the Fund were not
leveraged. Such greater net asset value decrease will also tend to cause a
greater decline in the market price for the Common Shares. The Fund might be
in danger of failing to maintain the required 200% asset coverage or of losing
its expected AAA/aaa ratings on the MuniPreferred Shares or, in an extreme
case, the Fund's current investment income might not be sufficient to meet the
dividend requirements on the MuniPreferred Shares. In order to counteract such
an event, the Fund might need to liquidate investments in order to fund a
redemption of some or all of the MuniPreferred Shares. Liquidation at times of
low municipal bond prices may result in capital loss and may reduce returns to
Common Shareholders.

   While the Fund may from time to time consider reducing leverage in response
to actual or anticipated changes in interest rates in an effort to mitigate
the increased volatility of current income and net asset value associated with
leverage, there can be no assurance that the Fund will actually reduce
leverage in the future or that any reduction, if undertaken, will benefit the
Common Shareholders. Changes in the future direction of interest rates are
very difficult to predict accurately. If the Fund were to reduce leverage
based on a prediction about future changes to interest rates, and that

                                      20
<PAGE>

prediction turned out to be incorrect, the reduction in leverage would likely
operate to reduce the income and/or total returns to Common Shareholders
relative to the circumstance where the Fund had not reduced leverage. The Fund
may decide that this risk outweighs the likelihood of achieving the desired
reduction to volatility in income and share price if the prediction were to
turn out to be correct, and determine not to reduce leverage as described
above.

   The Fund may invest in the securities of other investment companies. Such
securities may also be leveraged and will therefore be subject to the leverage
risks described above. Such additional leverage may in certain market
conditions serve to reduce the net asset value of the Fund's Common Shares and
the returns to Common Shareholders.

   Inflation Risk. Inflation risk is the risk that the value of assets or
income from investment will be worth less in the future as inflation decreases
the value of money. As inflation increases, the real value of the Common
Shares and distributions can decline. In addition, during any periods of
rising inflation, MuniPreferred Share dividend rates would likely increase,
which would tend to further reduce returns to Common Shareholders.

   Non-Diversification. Because the Fund is classified as "non-diversified"
under the 1940 Act it can invest a greater portion of its assets in
obligations of a single issuer. As a result, the Fund will be more susceptible
than a more widely diversified fund to any single corporate, economic,
political or regulatory occurrence. See "The Fund's Investments." In addition,
the Fund must satisfy certain asset diversification rules in order to qualify
as a regulated investment company for federal income tax purposes.

                           HOW THE FUND MANAGES RISK

Investment Limitations

   The Fund has adopted certain investment limitations designed to limit
investment risk and maintain portfolio diversification. These limitations are
fundamental and may not be changed without the approval of the holders of a
majority of the outstanding Common Shares and, if issued, MuniPreferred Shares
voting together as a single class, and the approval of the holders of a
majority of the MuniPreferred Shares voting as a separate class. Among other
restrictions, the Fund may not invest more than 25% of total Fund assets in
securities of issuers in any one industry, except that this limitation does
not apply to municipal bonds backed by the assets and revenues of governments
or political subdivisions of governments.

   The Fund may become subject to guidelines which are more limiting than the
investment restriction set forth above in order to obtain and maintain ratings
from Moody's or S&P on the MuniPreferred Shares that it intends to issue. The
Fund does not anticipate that such guidelines would have a material adverse
effect on the Fund's Common Shareholders or the Fund's ability to achieve its
investment objectives. See "Investment Objectives" in the Statement of
Additional Information for information about these guidelines and a complete
list of the fundamental and non-fundamental investment policies of the Fund.

Quality Investments

   The Fund will invest at least 80% of its net assets in bonds of investment
grade quality at the time of investment. Investment grade quality means that
such bonds are rated by national rating agencies

                                      21
<PAGE>

within the four highest grades (Baa or BBB or better by Moody's, S&P or Fitch)
or are unrated but judged to be of comparable quality by Nuveen Advisory.

Limited Issuance of MuniPreferred Shares

   Under the 1940 Act, the Fund could issue MuniPreferred Shares having a
total liquidation value (original purchase price of the shares being
liquidated plus any accrued and unpaid dividends) of up to one-half of the
value of the total net assets of the Fund. If the total liquidation value of
the MuniPreferred Shares was ever more than one-half of the value of the
Fund's total net assets, the Fund would not be able to declare dividends on
the Common Shares until the liquidation value, as a percentage of the Fund's
assets, was reduced. The Fund intends to issue MuniPreferred Shares
representing about 35% of the Fund's total capital immediately after the time
of issuance, if the Fund sells all the Common Shares discussed in this
Prospectus. This higher than required margin of net asset value provides a
cushion against later fluctuations in the value of the Fund's portfolio and
will subject Common Shareholders to less income and net asset value volatility
than if the Fund were more leveraged. The Fund intends to purchase or redeem
MuniPreferred Shares, if necessary, to keep the liquidation value of the
MuniPreferred Shares below one-half of the value of the Fund's total net
assets.

Management of Investment Portfolio and Capital Structure to Limit Leverage
Risk

   The Fund may take certain actions if short-term interest rates increase or
market conditions otherwise change (or the Fund anticipates such an increase
or change) and the Fund's leverage begins (or is expected) to adversely affect
Common Shareholders. In order to attempt to offset such a negative impact of
leverage on Common Shareholders, the Fund may shorten the average maturity of
its investment portfolio (by investing in short-term, high quality securities)
or may extend the maturity of outstanding MuniPreferred Shares. The Fund may
also attempt to reduce the leverage by redeeming or otherwise purchasing
MuniPreferred Shares. As explained above under "Risks--Leverage Risk," the
success of any such attempt to limit leverage risk depends on Nuveen
Advisory's ability to accurately predict interest rate or other market
changes. Because of the difficulty of making such predictions, the Fund may
never attempt to manage its capital structure in the manner described above.

   If market conditions suggest that additional leverage would be beneficial,
the Fund may sell previously unissued MuniPreferred Shares or MuniPreferred
Shares that the Fund previously issued but later repurchased.

   Currently, the Fund may not invest in inverse floating rate securities,
which are securities that pay interest at rates that vary inversely with
changes in prevailing short-term tax-exempt interest rates and which represent
a leveraged investment in an underlying municipal bond. This restriction is a
non-fundamental policy of the Fund that may be changed by vote of the Fund's
Board of Trustees.

Hedging Strategies

   The Fund may 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 municipal securities or on
taxable debt securities whose prices, in the opinion of Nuveen Advisory,
correlate with the prices of the Fund's investments. Successful implementation
of most hedging strategies would generate taxable income, and the Fund has no
present intention to use these strategies.

                                      22
<PAGE>

                            MANAGEMENT OF THE FUND

Trustees and Officers

   The Board of Trustees is responsible for the management of the Fund,
including supervision of the duties performed by Nuveen Advisory. There are
seven trustees of the Fund, one of whom is an "interested person" (as defined
in the 1940 Act) and six of whom are not "interested persons." The names and
business addresses of the trustees and officers of the Fund and their
principal occupations and other affiliations during the past five years are
set forth under "Management of the Fund" in the Statement of Additional
Information.

Investment Adviser

   Nuveen Advisory, 333 West Wacker Drive, Chicago, Illinois 60606, serves as
the investment adviser to the Fund. In this capacity, Nuveen Advisory is
responsible for the selection and on-going monitoring of the municipal bonds
in the Fund's investment portfolio, managing the Fund's business affairs and
providing certain clerical, bookkeeping and administrative services. Nuveen
Advisory serves as investment adviser to investment portfolios with more than
$35 billion in assets under management. See the Statement of Additional
Information under "Investment Adviser."

   Nuveen Advisory is responsible for execution of specific investment
strategies and day-to-day investment operations. Nuveen Advisory manages the
Fund using a team of analysts and portfolio managers that focus on a specific
group of funds. Paul L. Brennan is the portfolio manager of the Fund and will
provide daily oversight for, and execution of, the Fund's investment
activities. Mr. Brennan became a portfolio manager of Flagship Financial Inc.
in 1991, and subsequently became an Assistant Vice President of Nuveen
Advisory upon the acquisition of Flagship Resources Inc. by The John Nuveen
Company in January 1997. Mr. Brennan currently manages investments for 19
Nuveen-sponsored investment companies.

   Nuveen Advisory is a wholly owned subsidiary of Nuveen, 333 West Wacker
Drive, Chicago, Illinois 60606. Founded in 1898, Nuveen and its affiliates
have over $61 billion of net assets under management or surveillance. Nuveen
is a subsidiary of The John Nuveen Company which, in turn, is a majority-owned
subsidiary of The St. Paul Companies, Inc., a publicly-traded company which is
principally engaged in providing property-liability insurance through
subsidiaries.

Investment Management Agreement

   Pursuant to an investment management agreement between Nuveen Advisory and
the Fund, the Fund has agreed to pay for the services and facilities provided
by Nuveen Advisory an annual management fee, payable on a monthly basis,
according to the following schedule:

<TABLE>
<CAPTION>
      Average Daily Net Assets(/1/)                               Management Fee
      -----------------------------                               --------------
      <S>                                                         <C>
      Up to $125 million.........................................     .6500%
      $125 million to $250 million...............................     .6375%
      $250 million to $500 million...............................     .6250%
      $500 million to $1 billion.................................     .6125%
      $1 billion to $2 billion...................................     .6000%
      $2 billion and over........................................     .5750%
</TABLE>
--------

(1) Including net assets attributable to MuniPreferred Shares.

                                      23
<PAGE>

   In addition to the fee of Nuveen Advisory, the Fund pays all other costs
and expenses of its operations, including compensation of its trustees (other
than those affiliated with Nuveen Advisory), custodian, transfer agency and
dividend disbursing expenses, legal fees, expenses of independent auditors,
expenses of repurchasing shares, expenses of preparing, printing and
distributing shareholder reports, notices, proxy statements and reports to
governmental agencies, and taxes, if any.

   For the first ten years of the Fund's operation, Nuveen Advisory has
contractually agreed to reimburse the Fund for fees and expenses in the
amounts, and for the time periods, set forth below:

<TABLE>
<CAPTION>
                      Percentage
                      Reimbursed
                   (as a percentage
   Year Ending     of average daily
     Jan. 31,      net assets)(/1/)
   -----------     ----------------
<S>                <C>
 2001(/2/).......       0.30%
 2002............       0.30%
 2003............       0.30%
 2004............       0.30%
 2005............       0.30%
</TABLE>
<TABLE>
<CAPTION>
                      Percentage
                      Reimbursed
                   (as a percentage
   Year Ending     of average daily
     Jan. 31,      net assets)(/1/)
   -----------     ----------------
<S>                <C>
 2006............       0.30%
 2007............       0.25%
 2008............       0.20%
 2009............       0.15%
 2010............       0.10%
 2011............       0.05%
</TABLE>
--------

(1) Including net assets attributable to MuniPreferred Shares.

(2) From the commencement of operations.

   Nuveen Advisory has not agreed to reimburse the Fund for any portion of its
fees and expenses beyond January 31, 2011.

                                NET ASSET VALUE

   The Fund's net asset value per share 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 by taking the
fair value of the Fund's 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.

   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 bonds), the pricing service establishes a fair market value based on
prices of comparable municipal bonds. All valuations are subject to review by
the Fund's Board of Trustees or its delegate, Nuveen Advisory.

                                 DISTRIBUTIONS

   Commencing with the first dividend, the Fund intends to make regular
monthly cash distributions to Common Shareholders at a rate that reflects the
past and projected performance of the Fund. Distributions can only be made
from net investment income after paying any accrued dividends to MuniPreferred
Shareholders. The Fund's ability to maintain a level dividend rate will depend
on a number of factors, including dividends payable on the MuniPreferred
Shares. The net income of the Fund consists of all interest income accrued on
portfolio assets less all expenses of the Fund. Expenses

                                      24
<PAGE>

of the Fund are accrued each day. Over time, all the net investment income of
the Fund will be distributed. At least annually, the Fund also intends to
distribute net realized capital gains and ordinary taxable income, if any,
after paying any accrued dividends or making any liquidation payments to
MuniPreferred Shareholders. Initial distributions to Common Shareholders are
expected to be declared approximately 45 days, and paid approximately 60 to 90
days, from the completion of this offering, depending on market conditions.
Although it does not now intend to do so, the Board of Trustees may change the
Fund's dividend policy and the amount or timing of the distributions, based on
a number of factors, including the amount of the Fund's undistributed net
investment income and historical and projected investment income and the
amount of the expenses and dividend rates on the outstanding MuniPreferred
Shares.

   To permit the Fund to maintain a more stable monthly distribution, the Fund
will initially distribute less than the entire amount of net investment income
earned in a particular period. The undistributed net investment income would
be available to supplement future distributions. As a result, the
distributions paid by the Fund for any particular monthly period may be more
or less than the amount of net investment income actually earned by the Fund
during the period. Undistributed net investment income will be added to the
Fund's net asset value and, correspondingly, distributions from undistributed
net investment income will be deducted from the Fund's net asset value.

                          DIVIDEND REINVESTMENT PLAN

   You may elect to have all dividends or capital gains distributions on your
Common Shares, or both, automatically reinvested by The Chase Manhattan Bank,
as agent for the Common Shareholders (the "Plan Agent"), in additional Common
Shares under the Dividend Reinvestment Plan (the "Plan"). You may elect to
participate in the Plan by completing the Dividend Reinvestment Plan
Application Form. If you do not participate, you will receive all
distributions in cash paid by check mailed directly to you by The Chase
Manhattan Bank as dividend paying agent.

   If you decide to participate in the Plan, the number of Common Shares you
will receive will be determined as follows:

     (1) If Common Shares are trading at or above net asset value at the time
  of valuation, the Fund will issue new shares at the then current market
  price; or

     (2) If Common Shares are trading below net asset value at the time of
  valuation, the Plan Agent will receive the dividend or distribution in cash
  and will purchase Common Shares in the open market, on the American Stock
  Exchange or elsewhere, for the participants' accounts. It is possible that
  the market price for the Common Shares may increase before the Plan Agent
  has completed its purchases. Therefore, the average purchase price per
  share paid by the Plan Agent may exceed the market price at the time of
  valuation, resulting in the purchase of fewer shares than if the dividend
  or distribution had been paid in Common Shares issued by the Fund. The Plan
  Agent will use all dividends and distributions received in cash to purchase
  Common Shares in the open market within 30 days of the dividend payment
  date. Interest will not be paid on any uninvested cash payments.

   You may withdraw from the Plan at any time by giving written notice to the
Plan Agent. If you withdraw or the Plan is terminated, you will receive a
certificate for each whole share in your account under the Plan and you will
receive a cash payment for any fraction of a share in your account. If you
wish, the Plan Agent will sell your shares and send you the proceeds, minus
brokerage commissions and a $2.50 service fee.

                                      25
<PAGE>

   The Plan Agent maintains all shareholders' accounts in the Plan and gives
written confirmation of all transactions in the accounts, including
information you may need for tax records. Common Shares in your account will
be held by the Plan Agent in non-certificated form. Any proxy you receive will
include all Common Shares you have received under the Plan.

   There is no brokerage charge for reinvestment of your dividends or
distributions in Common Shares. However, all participants will pay a pro rata
share of brokerage commissions incurred by the Plan Agent when it makes open
market purchases.

   Automatically reinvesting dividends and distributions does not mean that
you do not have to pay income taxes due upon receiving dividends and
distributions.

   The Fund reserves the right to amend or terminate the Plan if in the
judgment of the Board of Trustees the change is warranted. There is no direct
service charge to participants in the Plan; however, the Fund reserves the
right to amend the Plan to include a service charge payable by the
participants. Additional information about the Plan may be obtained from The
Chase Manhattan Bank, P.O. Box 5186, Bowling Green Station, New York, NY
10275-0672 (regular mail) or 4 New York Plaza, 6th Floor, New York, NY 10004
(for overnight courier), (800) 257-8787.

                             DESCRIPTION OF SHARES

Common Shares

   The Declaration authorizes the issuance of an unlimited number of Common
Shares, par value $.01 per share. All Common Shares have equal rights to the
payment of dividends and the distribution of assets upon liquidation. Common
Shares will, when issued, be fully paid and, subject to matters discussed in
"Certain Provisions in the Declaration of Trust," non-assessable, and will
have no pre-emptive or conversion rights or rights to cumulative voting.
Whenever MuniPreferred Shares are outstanding, Common Shareholders will not be
entitled to receive any distributions from the Fund unless all accrued
dividends on MuniPreferred Shares have been paid, and unless asset coverage
(as defined in the 1940 Act) with respect to MuniPreferred Shares would be at
least 200% after giving effect to the distributions. See "--MuniPreferred
Shares" below.

   The Common Shares have been approved for listing on the American Stock
Exchange, subject to notice of issuance. The Fund intends to hold annual
meetings of shareholders so long as the Common Shares are listed on a national
securities exchange and such meetings are required as a condition to such
listing.

   The Fund's net asset value per share generally increases when interest
rates decline, and decreases when interest rates rise, and these changes are
likely to be greater because the Fund intends to have a leveraged capital
structure. Net asset value will be reduced immediately following the offering
by the amount of the sales load and organization and offering expenses paid by
the Fund. Nuveen has agreed to pay (i) all organizational expenses and (ii)
offering costs (other than sales load) that exceed $0.03 per Common Share. See
"Use of Proceeds."

   Unlike open-end funds, closed-end funds like the Fund do not continuously
offer shares and do not provide daily redemptions. Rather, if a shareholder
determines to buy additional Common Shares or sell shares already held, the
shareholder may conveniently do so by trading on the exchange through a

                                      26
<PAGE>

broker or otherwise. Shares of closed-end investment companies may frequently
trade on an exchange at prices lower than net asset value. Shares of closed-
end investment companies like the Fund that invest predominately in investment
grade municipal bonds have during some periods traded at prices higher than
net asset value and during other periods have traded at prices lower than net
asset value. Because the market value of the Common Shares may be influenced
by such factors as dividend levels (which are in turn affected by expenses),
call protection, dividend stability, portfolio credit quality, net asset
value, relative demand for and supply of such shares in the market, general
market and economic conditions, and other factors beyond the control of the
Fund, the Fund cannot assure you that Common Shares will trade at a price
equal to or higher than net asset value in the future. The Common Shares are
designed primarily for long-term investors, and investors in the Common Shares
should not view the Fund as a vehicle for trading purposes. See "MuniPreferred
Shares and Leverage" and the Statement of Additional Information under
"Repurchase of Fund Shares; Conversion to Open-End Fund."

MuniPreferred Shares

   The Declaration authorizes the issuance of an unlimited number of
MuniPreferred Shares, par value $.01 per share, in one or more classes or
series, with rights as determined by the Board of Trustees, by action of the
Board of Trustees without the approval of the Common Shareholders.

   The Fund's Board of Trustees has indicated its intention to authorize an
offering of MuniPreferred Shares (representing approximately 35% of the Fund's
capital immediately after the time the MuniPreferred Shares are issued)
approximately one to three months after completion of the offering of Common
Shares. Any such decision is subject to market conditions and to the Board's
continuing belief that leveraging the Fund's capital structure through the
issuance of MuniPreferred Shares is likely to achieve the benefits to the
Common Shareholders described in this Prospectus. Although the terms of the
MuniPreferred Shares will be determined by the Board of Trustees (subject to
applicable law and the Fund's Declaration) if and when it authorizes a
MuniPreferred Shares offering, the Board has determined that the MuniPreferred
Shares, at least initially, would likely pay cumulative dividends at rates
determined over relatively shorter-term periods (such as 7 days), by providing
for the periodic redetermination of the dividend rate through an auction or
remarketing procedure. The Board of Trustees has indicated that the preference
on distribution, liquidation preference, voting rights and redemption
provisions of the MuniPreferred Shares will likely be as stated below.

   Limited Issuance of MuniPreferred Shares. Under the 1940 Act, the Fund
could issue MuniPreferred Shares with an aggregate liquidation value of up to
one-half of the value of the Fund's total net assets, measured immediately
after issuance of the MuniPreferred Shares. "Liquidation value" means the
original purchase price of the shares being liquidated plus any accrued and
unpaid dividends. In addition, the Fund is not permitted to declare any cash
dividend or other distribution on its Common Shares unless the liquidation
value of the MuniPreferred shares is less than one-half of the value of the
Fund's total net assets (determined after deducting the amount of such
dividend or distribution) immediately after the distribution. If the Fund
sells all the Common Shares and MuniPreferred Shares discussed in this
Prospectus, the liquidation value of the MuniPreferred Shares is expected to
be approximately 35% of the value of the Fund's total net assets. The Fund
intends to purchase or redeem MuniPreferred Shares, if necessary, to keep that
fraction below one-half.

   Distribution Preference. The MuniPreferred Shares have complete priority
over the Common Shares as to distribution of assets.

                                      27
<PAGE>

   Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Fund, holders of
MuniPreferred Shares will be entitled to receive a preferential liquidating
distribution (expected to equal the original purchase price per share plus
accumulated and unpaid dividends thereon, whether or not earned or declared)
before any distribution of assets is made to holders of Common Shares.

   Voting Rights. MuniPreferred Shares are required to be voting shares and to
have equal voting rights with Common Shares. Except as otherwise indicated in
this Prospectus or the Statement of Additional Information and except as
otherwise required by applicable law, holders of MuniPreferred Shares will
vote together with Common Shareholders as a single class.

   Holders of MuniPreferred Shares, voting as a separate class, will be
entitled to elect two of the Fund's trustees. The remaining trustees will be
elected by Common Shareholders and holders of MuniPreferred Shares, voting
together as a single class. In the unlikely event that two full years of
accrued dividends are unpaid on the MuniPreferred Shares, the holders of all
outstanding MuniPreferred Shares, voting as a separate class, will be entitled
to elect a majority of the Fund's trustees until all dividends in arrears have
been paid or declared and set apart for payment. In order for the Fund to take
certain actions or enter into certain transactions, a separate class vote of
holders of MuniPreferred Shares will be required, in addition to the single
class vote of the holders of MuniPreferred Shares and Common Shares. See the
Statement of Additional Information under "Description of Shares--
MuniPreferred Shares--Voting Rights."

   Redemption, Purchase and Sale of MuniPreferred Shares. The terms of the
MuniPreferred Shares may provide that they are redeemable at certain times, in
whole or in part, at the original purchase price per share plus accumulated
dividends. The terms may also state that the Fund may tender for or purchase
MuniPreferred Shares and resell any shares so tendered. Any redemption or
purchase of MuniPreferred Shares by the Fund will reduce the leverage
applicable to Common Shares, while any resale of shares by the Fund will
increase such leverage. See "MuniPreferred Shares and Leverage."

   The discussion above describes the Board of Trustees' present intention
with respect to a possible offering of MuniPreferred Shares. If the Board of
Trustees determines to authorize such an offering, the terms of the
MuniPreferred Shares may be the same as, or different from, the terms
described above, subject to applicable law and the Fund's Declaration.

                CERTAIN PROVISIONS IN THE DECLARATION OF TRUST

   Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. However, the
Declaration contains an express disclaimer of shareholder liability for debts
or obligations of the Fund and requires that notice of such limited liability
be given in each agreement, obligation or instrument entered into or executed
by the Fund or the trustees. The Declaration further provides for
indemnification out of the assets and property of the Fund for all loss and
expense of any shareholder held personally liable for the obligations of the
Fund. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund would be
unable to meet its obligations. The Fund believes that the likelihood of such
circumstances is remote.

   The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund or to convert the Fund to
open-end status. Specifically, the Declaration

                                      28
<PAGE>

requires a vote by holders of at least two-thirds of the Common Shares and
MuniPreferred Shares, voting together as a single class, except as described
below, to authorize (1) a conversion of the Fund from a closed-end to an open-
end investment company, (2) a merger or consolidation of the Fund, or a series
or class of the Fund, with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Fund, or a series
or class of the Fund, (3) a sale, lease or transfer of all or substantially
all of the Fund's assets (other than in the regular course of the Fund's
investment activities), (4) in certain circumstances, a termination of the
Fund, or a series or class of the Fund, or (5) a removal of trustees by
shareholders, and then only for cause, unless, with respect to (1) through
(4), such transaction has already been authorized by the affirmative vote of
two-thirds of the total number of trustees fixed in accordance with the
Declaration or the By-laws, in which case the affirmative vote of the holders
of at least a majority of the Fund's Common Shares and MuniPreferred Shares
outstanding at the time, voting together as a single class, is required,
provided, however, that where only a particular class or series is affected
(or, in the case of removing a trustee, when the trustee has been elected by
only one class), only the required vote by the applicable class or series will
be required. Approval of shareholders is not required, however, for any
transaction, whether deemed a merger, consolidation, reorganization or
otherwise whereby the Fund issues Common Shares in connection with the
acquisition of assets (including those subject to liabilities) from any other
investment company or similar entity. None of the foregoing provisions may be
amended except by the vote of at least two-thirds of the Common Shares and
MuniPreferred Shares, voting together as a single class. In the case of the
conversion of the Fund to an open-end investment company, or in the case of
any of the foregoing transactions constituting a plan of reorganization which
adversely affects the holders of MuniPreferred Shares, the action in question
will also require the affirmative vote of the holders of at least two-thirds
of the Fund's MuniPreferred Shares outstanding at the time, voting as a
separate class, or, if such action has been authorized by the affirmative vote
of two-thirds of the total number of trustees fixed in accordance with the
Declaration or the By-laws, the affirmative vote of the holders of at least a
majority of the Fund's MuniPreferred Shares outstanding at the time, voting as
a separate class. The votes required to approve the conversion of the Fund
from a closed-end to an open-end investment company or to approve transactions
constituting a plan of reorganization which adversely affects the holders of
MuniPreferred Shares are higher than those required by the 1940 Act. The Board
of Trustees believes that the provisions of the Declaration relating to such
higher votes are in the best interest of the Fund and its shareholders. See
the Statement of Additional Information under "Certain Provisions in the
Declaration of Trust."

   The provisions of the Declaration described above could have the effect of
depriving the Common Shareholders of opportunities to sell their Common Shares
at a premium over the then current market price of the Common Shares by
discouraging a third party from seeking to obtain control of the Fund in a
tender offer or similar transaction. The overall effect of these provisions is
to render more difficult the accomplishment of a merger or the assumption of
control by a third party. They provide, however, the advantage of potentially
requiring persons seeking control of the Fund to negotiate with its management
regarding the price to be paid and facilitating the continuity of the Fund's
investment objectives and policies. The Board of Trustees of the Fund has
considered the foregoing anti-takeover provisions and concluded that they are
in the best interests of the Fund and its Common Shareholders.

   Reference should be made to the Declaration on file with the Securities and
Exchange Commission for the full text of these provisions.

                                      29
<PAGE>

            REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND

   The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares. Instead, the
Common Shares will trade in the open market at a price that will be a function
of several factors, including dividend levels (which are in turn affected by
expenses), net asset value, call protection, dividend stability, portfolio
credit quality, relative demand for and supply of such shares in the market,
general market and economic conditions and other factors. Because shares of
closed-end investment companies may frequently trade at prices lower than net
asset value, the Fund's Board of Trustees has currently determined that, at
least annually, it will consider action that might be taken to reduce or
eliminate any material discount from net asset value in respect of Common
Shares, which may include the repurchase of such shares in the open market or
in private transactions, the making of a tender offer for such shares at net
asset value, or the conversion of the Fund to an open-end investment company.
The Fund cannot assure you that its Board of Trustees will decide to take any
of these actions, or that share repurchases or tender offers will actually
reduce market discount.

   If the Fund converted to an open-end company, it would be required to
redeem all MuniPreferred Shares then outstanding (requiring in turn that it
liquidate a portion of its investment portfolio), and the Common Shares would
no longer be listed on the American Stock Exchange. In contrast to a closed-
end investment company, shareholders of an open-end investment company may
require the company to redeem their shares at any time (except in certain
circumstances as authorized by or under the 1940 Act) at their net asset
value, less any redemption charge that is in effect at the time of redemption.
See the Statement of Additional Information under "Certain Provisions in the
Declaration of Trust" for a discussion of the voting requirements applicable
to the conversion of the Fund to an open-end company.

   Before deciding whether to take any action if the Common Shares trade below
net asset value, the Board would consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund's portfolio,
the impact of any action that might be taken on the Fund or its shareholders,
and market considerations. Based on these considerations, even if the Fund's
shares should trade at a discount, the Board of Trustees may determine that,
in the interest of the Fund and its shareholders, no action should be taken.
See the Statement of Additional Information under "Repurchase of Fund Shares;
Conversion to Open-End Fund" for a further discussion of possible action to
reduce or eliminate such discount to net asset value.

                                  TAX MATTERS

Federal Income Tax Matters

   The discussion below and in the Statement of Additional Information
provides general tax information related to an investment in the Common
Shares. Because tax laws are complex and often change, you should consult your
tax advisor about the tax consequences of an investment in the Fund.

   The Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
and intends to distribute substantially all of its net income and gains to its
shareholders. Therefore, it is not expected that the Fund will be subject to
any federal income tax. The Fund primarily invests in municipal bonds from
issuers located in Maryland or in municipal bonds whose income is otherwise
exempt from regular federal and Maryland income taxes. Thus, substantially all
of the Fund's dividends to you will qualify as "exempt-interest dividends." A

                                      30
<PAGE>

shareholder treats an exempt-interest dividend as interest on state and local
bonds exempt from regular federal income tax. Some or all of an exempt-
interest dividend, however, may be subject to federal alternative minimum tax
imposed on the shareholder. Different federal alternative tax rules apply to
individuals and to corporations.

   Although the Fund does not seek to realize taxable income or capital gains,
the Fund may realize and distribute taxable income or capital gains from time
to time as a result of the Fund's normal investment activities. The Fund will
distribute at least annually any taxable income or net realized capital gains.
Distributions of net short-term gains are taxable as ordinary income.
Distributions of net long-term capital gains are taxable as long-term capital
gains regardless of how long you have owned your investment. The Fund will
allocate distributions to shareholders that are treated as tax-exempt interest
and as long-term capital gain and ordinary income, if any, proportionately
among the Common Shares and MuniPreferred Shares. As long as the Fund
qualifies as a regulated investment company, distributions paid by the Fund
generally will not be eligible for the dividends received deduction allowed to
corporations.

   Each year, you will receive a year-end statement that describes the tax
status of dividends paid to you during the preceding year, including the
source of investment income by state and the portion of income that is subject
to the federal alternative minimum tax. You will receive this statement from
the firm where you purchased your Common Shares if you hold your investment in
street name; the Fund 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.

   In order to avoid corporate taxation of its earnings and to pay tax-free
dividends, the Fund must meet certain I.R.S. requirements that govern the
Fund's sources of income, diversification of assets and distribution of
earnings to shareholders. The Fund intends to meet these requirements. If the
Fund failed to do so, the Fund would be required to pay corporate taxes on its
earnings and all your distributions would be taxable as ordinary income. In
particular, in order for the Fund to pay exempt-interest dividends, at least
50% of the value of the Fund's total assets must consist of tax-exempt
obligations. The Fund intends to meet this requirement. If the Fund failed to
do so, it would not be able to pay exempt-interest dividends and your
distributions attributable to interest received by the Fund from any source
would be taxable as ordinary income.

   The Fund may be required to withhold 31% of certain of your dividends if
you have not provided the Fund with your correct taxpayer identification
number (normally your Social Security number and certain certifications), or
if you are otherwise subject to back-up withholding. If you receive Social
Security benefits, you should be aware that exempt-interest dividends are
taken into account in calculating the amount of these benefits that may be
subject to federal income tax. If you borrow money to buy Fund shares, you may
not deduct the interest on that loan. Under I.R.S. rules, Fund shares may be
treated as having been bought with borrowed money even if the purchase of the
Fund shares cannot be traced directly to borrowed money.

   If you are subject to the federal alternative minimum tax, a portion of
your regular monthly dividends may be taxable.

                                      31
<PAGE>

Maryland Tax Matters

 Tax Treatment

   The following is based upon the advice of Venable, Baetjer and Howard, LLP,
special Maryland counsel to the Fund.

   The following is a general, abbreviated summary of certain provisions of
the applicable Maryland tax law as presently in effect as it directly governs
the taxation of resident individual and corporate shareholders of the Fund.
This summary does not address the taxation of other shareholders. These
provisions are subject to change by legislative or administrative actions, and
any such change may be retroactive with respect to Fund transactions.

   The following is based on the assumptions that the Fund will qualify under
Subchapter M of the Code as a regulated investment company, that it will
satisfy the conditions which cause Fund distributions to qualify as exempt-
interest dividends to shareholders, and that it will distribute all interest
and dividends it receives to the Fund's shareholders.

   The Fund will be subject to the Maryland corporate income tax only if it
has a sufficient nexus with Maryland. If it is subject to the Maryland
corporate income tax, it does not expect to pay a material amount of such tax.

   Distributions by the Fund that are attributable to interest on or gain from
the sale or exchange of any obligation of Maryland or its political
subdivisions ("Maryland Obligations") or to interest on or gain from the sale
or exchange of obligations of the United States, its territories, possessions,
or instrumentalities that are exempt from state taxation under federal law
("Federal Obligations") will not be subject to the Maryland individual income
tax or the Maryland corporate income tax. All remaining distributions to
shareholders will be subject to the Maryland individual and corporate income
taxes, and in the case of individuals, will be subject to local taxes as well.

   Gain on the sale, exchange, or other disposition of the shares of the Fund
will be subject to the Maryland individual and corporate income taxes, and in
the case of individuals, will be subject to local taxes as well.

   Shares of the Fund may be subject to the Maryland estate tax if owned by a
Maryland decedent at the time of death.

   Shareholders are advised to consult with their own tax advisors for more
detailed information concerning Maryland state and local tax matters.

                                 OTHER MATTERS

   A lawsuit brought in June 1996 (Green et al. v. Nuveen Advisory Corp., et
al.) by certain individual common shareholders of six leveraged closed-end
funds sponsored by Nuveen is currently pending in federal district court. The
plaintiffs allege that the leveraged closed-end funds engaged in certain
practices that violated various provisions of the 1940 Act and common law. The
plaintiffs also alleged, among other things, breaches of fiduciary duty by the
funds' directors and Nuveen Advisory and various misrepresentations and
omissions in prospectuses and shareholder reports relating to the use of
leverage through the issuance and periodic auctioning of preferred stock and
the basis of the calculation

                                      32
<PAGE>

and payment of management fees to Nuveen Advisory and Nuveen. Plaintiffs also
filed a motion to certify defendant and plaintiff classes.

   The defendants are vigorously defending the case and filed motions to
dismiss the entire lawsuit asserting that the claims are without merit and to
oppose certification of any classes. By opinion dated March 30, 1999, the
court granted most of the defendants' motion to dismiss and denied plaintiffs'
motion to certify defendant and plaintiff classes. The court dismissed all
claims against the funds, the funds' directors and Nuveen. The court dismissed
these claims without prejudice on the ground that the claims should have been
brought as derivative claims on behalf of the funds. The only remaining claim
is brought under Section 36(b) of the 1940 Act against Nuveen Advisory, and
relates solely to advisory fees Nuveen Advisory received from the six relevant
funds. Discovery is underway on that single claim. While the Fund cannot
assure you that the litigation will be decided in Nuveen Advisory's favor,
Nuveen Advisory believes a decision, if any, against it would have no material
adverse effect on the Fund, its Common Shares, or the ability of Nuveen
Advisory to perform its duties under the investment management agreement.

                                 UNDERWRITING

   Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each Underwriter named below has severally agreed to
purchase, and the Fund has agreed to sell to such Underwriter, the number of
Common Shares set forth opposite the name of such Underwriter.

<TABLE>
<CAPTION>
                                                                         Number
                                                                           of
Name                                                                     Shares
----                                                                     -------
<S>                                                                      <C>
Salomon Smith Barney Inc................................................
                                                                         -------
Nuveen Investments......................................................
                                                                         -------
Deutsche Banc Alex. Brown...............................................
                                                                         -------
A.G. Edwards & Sons, Inc. ..............................................
                                                                         -------
Prudential Securities Incorporated......................................
                                                                         -------
UBS Warburg LLC.........................................................
                                                                         -------
Ferris, Baker Watts, Incorporated.......................................
                                                                         -------
First Union Securities, Inc. ...........................................
                                                                         -------
Legg Mason Wood Walker, Incorporated....................................
                                                                         -------
  Total.................................................................
                                                                         -------
</TABLE>

   The underwriting agreement provides that the obligations of the several
Underwriters to purchase the Common Shares included in this offering are
subject to approval of certain legal matters by counsel and to certain other
conditions. The Underwriters are obligated to purchase all the Common Shares
(other than those covered by the over-allotment option described below) if
they purchase any of the Common Shares. The representatives have advised the
Fund that the Underwriters do not intend to confirm any sales to any accounts
over which they exercise discretionary authority.

   The Underwriters, for whom Salomon Smith Barney Inc., Nuveen, Deutsche Banc
Alex. Brown, A.G. Edwards & Sons, Inc., Prudential Securities Incorporated,
UBS Warburg LLC, Ferris, Baker Watts, Incorporated, First Union Securities,
Inc. and Legg Mason Wood Walker, Incorporated are

                                      33
<PAGE>

acting as representatives, propose to offer some of the Common Shares directly
to the public at the public offering price set forth on the cover page of this
Prospectus and some of the Common Shares to certain dealers at the public
offering price less a concession not in excess of $0.45 per Common Share. The
sales load the Fund will pay of $0.675 per share is equal to 4.5% of the
initial offering price. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $0.10 per Common Share on sales to
certain other dealers. If all of the Common Shares are not sold at the initial
offering price, the representatives may change the public offering price and
other selling terms. Investors must pay for any Common Shares purchased on or
before           , 2001. In connection with this offering, Nuveen may perform
clearing services without charge for brokers and dealers for whom it regularly
provides clearing services that are participating in the offering as members
of the selling group.

   The Fund has granted to the Underwriters an option, exercisable for 45 days
from the date of this Prospectus, to purchase up to           additional
Common Shares at the public offering price less the sales load. The
Underwriters may exercise such option solely for the purpose of covering over-
allotments, if any, in connection with this offering. To the extent such
option is exercised, each Underwriter will be obligated, subject to certain
conditions, to purchase a number of additional Common Shares approximately
proportionate to such Underwriter's initial purchase commitment.

   The Fund and Nuveen Advisory have agreed that, for a period of 180 days
from the date of this Prospectus, they will not, without the prior written
consent of Salomon Smith Barney Inc., on behalf of the Underwriters, dispose
of or hedge any Common Shares or any securities convertible into or
exchangeable for Common Shares. Salomon Smith Barney Inc. in its sole
discretion may release any of the securities subject to these agreements at
any time without notice.

   Prior to the offering, there has been no public market for the Common
Shares. Consequently, the initial public offering price for the Common Shares
was determined by negotiation among the Fund, Nuveen Advisory and the
representatives. There can be no assurance, however, that the price at which
the Common Shares will sell in the public market after this offering will not
be lower than the price at which they are sold by the Underwriters or that an
active trading market in the Common Shares will develop and continue after
this offering. The Common Shares have been approved for listing on the
American Stock Exchange, subject to official notice of issuance.

   The Fund and Nuveen Advisory have each agreed to indemnify the several
Underwriters or contribute to losses arising out of certain liabilities,
including liabilities under the Securities Act of 1933, as amended.

   Nuveen has agreed to pay (i) all organizational expenses and (ii) offering
costs (other than sales load) that exceed $0.03 per share.

   In addition, the Fund has agreed to reimburse the Underwriters for certain
expenses incurred by the Underwriters in the offering.

   In connection with the requirements for listing the Fund's Common Shares on
the American Stock Exchange, the Underwriters have undertaken to sell lots of
100 or more Common Shares to a minimum of 400 beneficial owners in the United
States. The minimum investment requirement is 100 Common Shares.

   Certain Underwriters may make a market in the Common Shares after trading
in the Common Shares has commenced on the American Stock Exchange. No
Underwriter is, however, obligated to

                                      34
<PAGE>

conduct market-making activities and any such activities may be discontinued
at any time without notice, at the sole discretion of the Underwriter. No
assurance can be given as to the liquidity of, or the trading market for, the
Common Shares as a result of any market-making activities undertaken by any
Underwriter. This Prospectus is to be used by any Underwriter in connection
with the offering and, during the period in which a prospectus must be
delivered, with offers and sales of the Common Shares in market-making
transactions in the over-the-counter market at negotiated prices related to
prevailing market prices at the time of the sale.

   The Underwriters have advised the Fund that, pursuant to Regulation M under
the Securities Exchange Act of 1934, as amended, certain persons participating
in the offering may engage in transactions, including stabilizing bids,
covering transactions or the imposition of penalty bids, which may have the
effect of stabilizing or maintaining the market price of the Common Shares at
a level above that which might otherwise prevail in the open market. A
"stabilizing bid" is a bid for or the purchase of the Common Shares on behalf
of an Underwriter for the purpose of fixing or maintaining the price of the
Common Shares. A "covering transaction" is a bid for or purchase of the Common
Shares on behalf of an Underwriter to reduce a short position incurred by the
Underwriters in connection with the offering.  A "penalty bid" is a
contractual arrangement whereby if, during a specified period after the
issuance of the Common Shares, the Underwriters purchase Common Shares in the
open market for the account of the underwriting syndicate and the Common
Shares purchased can be traced to a particular Underwriter or member of the
selling group, the underwriting syndicate may require the Underwriter or
selling group member in question to purchase the Common Shares in question at
the cost price to the syndicate or may recover from (or decline to pay to) the
Underwriter or selling group member in question any or all compensation
(including, with respect to a representative, the applicable syndicate
management fee) applicable to the Common Shares in question. As a result, an
Underwriter or selling group member and, in turn, brokers may lose the fees
that they otherwise would have earned from a sale of the Common Shares if
their customer resells the Common Shares while the penalty bid is in effect.
The Underwriters are not required to engage in any of these activities, and
any such activities, if commenced, may be discontinued at any time.

   The underwriting agreement provides that it may be terminated in the
absolute discretion of the representatives without liability on the part of
any Underwriter to the Fund or Nuveen Advisory if, prior to delivery of and
payment for the Common Shares, (i) trading in the Common Shares or securities
generally on the New York Stock Exchange, American Stock Exchange, Nasdaq
National Market or the Nasdaq Stock Market shall have been suspended or
materially limited, (ii) additional material governmental restrictions not in
force on the date of the underwriting agreement have been imposed upon trading
in securities generally or a general moratorium on commercial banking
activities in New York shall have been declared by either federal or state
authorities or (iii) any outbreak or material escalation of hostilities or
other international or domestic calamity, crisis or change in political,
financial or economic conditions, occurs, the effect of which is such as to
make it, in the judgment of the representatives, impracticable or inadvisable
to commence or continue the offering of the Common Shares at the offering
price to the public set forth on the cover page of the Prospectus or to
enforce contracts for the resale of the Common Shares by the Underwriters.

   The Fund anticipates that from time to time the representatives of the
Underwriters and certain other Underwriters may act as brokers or dealers in
connection with the execution of the Fund's portfolio transactions after they
have ceased to be Underwriters and, subject to certain restrictions, may act
as brokers while they are Underwriters.

                                      35
<PAGE>


   Prior to the public offering of the Common Shares, Nuveen Advisory
purchased 7,000 Common Shares from the Fund at a price of $14.325 per share,
satisfying the net worth requirements of Section 14(a) of the 1940 Act.

   Nuveen, one of the representatives of the Underwriters, is the parent
company of Nuveen Advisory.

   The principal business address of Salomon Smith Barney Inc. is 388
Greenwich Street, New York, New York 10013.

                         CUSTODIAN AND TRANSFER AGENT

   The custodian of the assets of the Fund is The Chase Manhattan Bank, 4 New
York Plaza, New York, NY 10004-2413. The Custodian performs custodial, fund
accounting and portfolio accounting services. The Fund's transfer, shareholder
services and dividend paying agent is also The Chase Manhattan Bank.

                                LEGAL OPINIONS

   Certain legal matters in connection with the Common Shares will be passed
upon for the Fund by Bell, Boyd & Lloyd LLC, Chicago, Illinois, and for the
Underwriters by Simpson Thacher & Bartlett, New York, New York. Bell, Boyd &
Lloyd LLC and Simpson Thacher & Bartlett may rely as to certain matters of
Massachusetts law on the opinion of Bingham Dana LLP, Boston, Massachusetts.

                                      36
<PAGE>

                           TABLE OF CONTENTS FOR THE
                      STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
      <S>                                                                   <C>
      Use of Proceeds......................................................   3
      Investment Objectives................................................   5
      Investment Policies and Techniques...................................  10
      Other Investment Policies and Techniques.............................  18
      Management of the Fund...............................................  21
      Investment Adviser...................................................  27
      Portfolio Transactions...............................................  28
      Distributions........................................................  29
      Description of Shares................................................  30
      Certain Provisions in the Declaration of Trust.......................  33
      Repurchase of Fund Shares; Conversion to Open-End Fund...............  34
      Tax Matters..........................................................  37
      Performance Related and Comparative Information......................  40
      Experts..............................................................  41
      Custodian............................................................  41
      Additional Information...............................................  41
      Report of Independent Auditors.......................................  42
      Financial Statements.................................................  42
      Appendices
        Appendix A--Ratings of Investments................................. A-1
        Appendix B--Taxable Equivalent Yield Tables........................ B-1
        Appendix C--Hedging Strategies and Risks........................... C-1
        Appendix D--Factors Pertaining to Maryland......................... D-1
        Appendix E--Performance Related and Comparative Information........ E-1
</TABLE>

                                       37
<PAGE>

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

                                       Shares

                       Nuveen Maryland Dividend Advantage
                                 Municipal Fund

                                 Common Shares

                                   --------

                                   PROSPECTUS

                                          , 2001

                                   --------

                              Salomon Smith Barney

                               Nuveen Investments

                           Deutsche Banc Alex. Brown

                           A.G. Edwards & Sons, Inc.

                             Prudential Securities

                                UBS Warburg LLC

                              Ferris, Baker Watts
                                  Incorporated

                          First Union Securities, Inc.

                             Legg Mason Wood Walker
                                  Incorporated

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                                   FRH-NFM-12-00
<PAGE>

     The information in this Statement of Additional Information is not complete
and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
Statement of Additional Information is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.


                 SUBJECT TO COMPLETION--DATED JANUARY 19, 2001


               Nuveen Maryland Dividend Advantage Municipal Fund

                      STATEMENT OF ADDITIONAL INFORMATION

     Nuveen Maryland Dividend Advantage Municipal Fund (the "Fund" or the
"Maryland Fund") is a newly organized, non-diversified closed-end management
investment company.

     This Statement of Additional Information relating to common shares of the
Fund ("Common Shares") does not constitute a prospectus, but should be read in
conjunction with the Fund's Prospectus relating thereto dated ___________ __,
2001 (the "Prospectus"). This Statement of Additional Information does not
include all information that a prospective investor should consider before
purchasing Common Shares, and investors should obtain and read the Fund's
Prospectus prior to purchasing such shares. A copy of the Fund's Prospectus may
be obtained without charge by calling (800) 257-8787. You may also obtain a copy
of the Fund's Prospectus on the Securities and Exchange Commission's web site
(http://www.sec.gov). Capitalized terms used but not defined in this Statement
of Additional Information have the meanings ascribed to them in the Prospectus.


                                       1

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                  Page
                                                                --------
<S>                                                             <C>
Use of Proceeds                                                        3
Investment Objectives                                                  5
Investment Policies and Techniques                                    10
Other Investment Policies and Techniques                              18
Management of the Fund                                                21
Investment Adviser                                                    27
Portfolio Transactions                                                28
Distributions                                                         29
Description of Shares                                                 30
Certain Provisions in the Declaration of Trust                        33
Repurchase of Fund Shares; Conversion to Open-End Fund                34
Tax Matters                                                           37
Performance Related and Comparative Information                       40
Experts                                                               41
Custodian                                                             41
Additional Information                                                41
Report of Independent Auditors                                        42
Financial Statements                                                  42
Ratings of Investments (Appendix A)                                  A-1
Taxable Equivalent Yield Tables (Appendix B)                         B-1
Hedging Strategies and Risks (Appendix C)                            C-1
Factors Pertaining to Maryland (Appendix D)                          D-1
Performance Related and Comparative Information (Appendix E)         E-1
</TABLE>

This Statement of Additional Information is dated ___________ __, 2001

                                       2
<PAGE>

                                USE OF PROCEEDS

     The net proceeds of the offering of Common Shares of the Fund will be
approximately: $_______ ($_______ if the Underwriters exercise the over-
allotment option in full) after payment of organization and offering costs.


                                       3
<PAGE>


     For the Fund, Nuveen Advisory has agreed to pay (i) all organizational
expenses and (ii) offering costs (other than sales load) that exceed $0.03 per
Common Share.

     Pending investment in municipal bonds that meet the Fund's investment
objectives and policies, the net proceeds of the offering will be invested in
high quality, short-term tax-exempt money market securities or in high quality
municipal bonds with relatively low volatility (such as pre-refunded and
intermediate-term bonds), to the extent such securities are available.  If
necessary to invest fully the net proceeds of the offering immediately, the Fund
may also purchase, as temporary investments, short-term taxable investments of
the type described under "Investment Objectives and Policies--Portfolio
Investments," the income on which is subject to regular federal income tax and
securities of other open or closed-end investment companies that invest
primarily in municipal bonds of the type in which the Fund may invest
directly.


                                       4
<PAGE>

                             INVESTMENT OBJECTIVES

     The Fund's investment objective is to provide current income exempt from
regular federal and Maryland income tax, and to enhance portfolio value relative
to the municipal bond market by investing in tax-exempt municipal bonds that the
Fund's investment adviser believes are underrated or undervalued or that
represent municipal market sectors that are undervalued.


                                       5
<PAGE>


     The Fund's investment in underrated or undervalued municipal bonds will be
based on Nuveen Advisory's belief that their yield is higher than that available
on bonds bearing equivalent levels of interest rate risk, credit risk and other
forms of risk, and that their prices will ultimately rise (relative to the
market) to reflect their true value. The Fund attempts to increase its
portfolio value relative to the municipal bond market by prudent selection of
municipal bonds regardless of the direction the market may move. Any capital
appreciation realized by the Fund will

                                       6
<PAGE>


generally result in the distribution of taxable capital gains to holders of
Common Shares. The Fund's investment objectives are fundamental policies of the
Fund.

     The Fund has not established any limit on the percentage of its portfolio
that may be invested in municipal bonds subject to the alternative minimum tax
provisions of federal tax law, and the Fund expects that a substantial portion
of the income it produces will be includable in alternative minimum taxable
income. Common Shares therefore would not ordinarily be a suitable investment
for investors who are subject to the federal alternative minimum tax or who
would become subject to such tax by purchasing Common Shares. The suitability of
an investment in Common Shares will depend upon a comparison of the after-tax
yield likely to be provided from the Fund with that from comparable tax-exempt
investments not subject to the alternative minimum tax, and from comparable
fully taxable investments, in light of each such investor's tax position.
Special considerations apply to corporate investors. See "Tax Matters."

Investment Restrictions

     Except as described below, the Fund, as a fundamental policy, may not,
without the approval of the holders of a majority of the outstanding Common
Shares and, if issued, MuniPreferred Shares (as hereinafter defined) voting
together as a single class, and of the holders of a majority of the outstanding
MuniPreferred Shares voting as a separate class:

          (1) Issue senior securities, as defined in the Investment Company Act
     of 1940, other than MuniPreferred Shares, except to the extent permitted
     under the Investment Company Act of 1940 and except as otherwise described
     in the Prospectus;

          (2) Borrow money, except from banks for temporary or emergency
     purposes or for repurchase of its shares, and then only in an amount not
     exceeding one-third of the value of the Fund's total assets (including the
     amount borrowed) less the Fund's liabilities (other than borrowings);

          (3) Act as underwriter of another issuer's securities, except to the
     extent that the Fund may be deemed to be an underwriter within the meaning
     of the Securities Act of 1933 in connection with the purchase and sale of
     portfolio securities;

          (4) Invest more than 25% of its total assets in securities of issuers
     in any one industry; provided, however, that such limitation shall not
     apply to municipal bonds other than those municipal bonds backed only by
     the assets and revenues of non-governmental users;

                                       7
<PAGE>

          (5) Purchase or sell real estate, but this shall not prevent the Fund
     from investing in municipal bonds secured by real estate or interests
     therein or foreclosing upon and selling such security;

          (6) Purchase or sell physical commodities unless acquired as a result
     of ownership of securities or other instruments (but this shall not prevent
     the Fund from purchasing or selling options, futures contracts, derivative
     instruments or from investing in securities or other instruments backed by
     physical commodities);

          (7) Make loans, other than by entering into repurchase agreements and
     through the purchase of municipal bonds or short-term investments in
     accordance with its investment objectives, policies and limitations;

          (8) Purchase any securities (other than obligations issued or
     guaranteed by the United States Government or by its agencies or
     instrumentalities), if as a result more than 10% of the Fund's total assets
     would then be invested in securities of a single issuer or if as a result
     the Fund would hold more than 10% of the outstanding voting securities of
     any single issuer; provided that, with respect to 50% of the Fund's assets,
     the Fund may invest up to 25% of its assets in the securities of any one
     issuer.

     For purposes of the foregoing and "Description of Shares--MuniPreferred
Shares--Voting Rights" below, "majority of the outstanding," when used with
respect to particular shares of the Fund, means (i) 67% or more of the shares
present at a meeting, if the holders of more than 50% of the shares are present
or represented by proxy, or (ii) more than 50% of the shares, whichever is less.

     For the purpose of applying the limitation set forth in subparagraph (8)
above, an issuer shall be deemed the sole issuer of a security when its assets
and revenues are separate from other governmental entities and its securities
are backed only by its assets and revenues. Similarly, in the case of a non-
governmental issuer, such as an industrial corporation or a privately owned or
operated hospital, if the security is backed only by the assets and revenues of
the non-governmental issuer, then such non-governmental issuer would be deemed
to be the sole issuer. Where a security is also backed by the enforceable
obligation of a superior or unrelated governmental or other entity (other than a
bond insurer), it shall also be included in the computation of securities owned
that are issued by such governmental or other entity. Where a security is
guaranteed by a governmental entity or some other facility, such as a bank
guarantee or letter of credit, such a guarantee or letter of credit would be
considered a separate security and would be treated as an issue of such
government, other entity or bank. When a municipal bond is insured by bond
insurance, it shall not be considered a security that is issued or guaranteed by
the insurer; instead, the issuer of such municipal bond will be determined in
accordance with the principles set forth above. The foregoing restrictions do
not limit the percentage of the Fund's assets that may be invested in municipal
bonds insured by any given insurer.

     Under the Investment Company Act of 1940, the Fund may invest only up to
10% of its total assets in the aggregate in shares of other investment companies
and only up to 5% of its total assets in any one investment company, provided
the investment does not represent more than 3% of the voting stock of the
acquired investment company at the time such shares are purchased. As a
stockholder in any investment company, the Fund will bear its ratable share of

                                       8
<PAGE>

that investment company's expenses, and would remain subject to payment of the
Fund's management, advisory and administrative fees with respect to assets so
invested. Holders of Common Shares would therefore be subject to duplicative
expenses to the extent the Fund invests in other investment companies. In
addition, the securities of other investment companies may also be leveraged and
will therefore be subject to the same leverage risks described herein. As
described in the Prospectus in the section entitled "Risks", the net asset value
and market value of leveraged shares will be more volatile and the yield to
shareholders will tend to fluctuate more than the yield generated by unleveraged
shares.

     In addition to the foregoing fundamental investment policies, the Fund is
also subject to the following non-fundamental restrictions and policies, which
may be changed by the Board of Trustees. The Fund may not:

          (1) Sell securities short, unless the Fund owns or has the right to
     obtain securities equivalent in kind and amount to the securities sold at
     no added cost, and provided that transactions in options, futures
     contracts, options on futures contracts, or other derivative instruments
     are not deemed to constitute selling securities short.

          (2) Purchase securities of open-end or closed-end investment companies
     except in compliance with the Investment Company Act of 1940 or any
     exemptive relief obtained thereunder.

          (3) Enter into futures contracts or related options or forward
     contracts, if more than 30% of the Fund's net assets would be represented
     by futures contracts or more than 5% of the Fund's net assets would be
     committed to initial margin deposits and premiums on futures contracts and
     related options.

          (4) Purchase securities when borrowings exceed 5% of its total assets
     if and so long as MuniPreferred Shares are outstanding.

          (5) Purchase securities of companies for the purpose of exercising
     control.

          (6) Invest in inverse floating rate securities (which are securities
     that pay interest at rates that vary inversely with changes in prevailing
     short-term tax-exempt interest rates and which represent a leveraged
     investment in an underlying municipal bond).

     The restrictions and other limitations set forth above will apply only at
the time of purchase of securities and will not be considered violated unless an
excess or deficiency occurs or exists immediately after and as a result of an
acquisition of securities.

     The Fund intends to apply for ratings for its preferred shares (called
"MuniPreferred Shares" herein) from Moody's and/or S&P. In order to obtain and
maintain the required ratings, the Fund may be required to comply with
investment quality, diversification and other guidelines established by Moody's
or S&P. Such guidelines will likely be more restrictive than the restrictions
set forth above. The Fund does not anticipate that such guidelines would have a
material

                                       9
<PAGE>
necessary


adverse effect on its Common Shareholders or its ability to achieve its
investment objectives. The Fund presently anticipates that any MuniPreferred
Shares that it intends to issue would be initially given the highest ratings by
Moody's ("Aaa") or by S&P ("AAA"), but no assurance can be given that such
ratings will be obtained. No minimum rating is required for the issuance of
MuniPreferred Shares by the Fund. Moody's and S&P receive fees in connection
with their ratings issuances.

                      INVESTMENT POLICIES AND TECHNIQUES

     The following information supplements the discussion of the Fund's
investment objectives, policies, and techniques that are described in the Fund's
Prospectus.

Investment in Municipal Bonds

     Portfolio Investments

     The Maryland Fund will invest its net assets in a portfolio of municipal
bonds that are exempt from regular federal and Maryland income tax.

     Under normal market conditions, and except for the temporary investments
described below, the Fund expects to be fully invested (at least 95% of its
assets) in such tax-exempt municipal bonds described above. Through December 31,
2001, the Fund may invest in municipal bonds that are exempt from regular
federal income tax but not from the Fund's particular state income tax ("Out of
State Bonds"), provided that no more than 10% of the Fund's investment income
during that time, as measured on the date of purchase of such bonds, may be
derived from Out of State Bonds.

     The Fund will invest at least 80% of its net assets in municipal bonds
that at the time of investment are investment grade quality. Investment

                                      10
<PAGE>


grade quality bonds are bonds rated within the four highest grades (Baa or BBB
or better by Moody's, S&P or Fitch) or bonds that are unrated but judged to be
of comparable quality by Nuveen Advisory. The Fund may invest up to 20% of its
net assets in municipal bonds that, at the time of investment, are rated Ba/BB
or B by Moody's, S&P or Fitch or unrated but judged to be of comparable quality
by Nuveen Advisory. Bonds of below investment grade quality (Ba/BB or below) are
commonly referred to as junk bonds. Issuers of bonds rated Ba/BB or B are
regarded as having current capacity to make principal and interest payments but
are subject to business, financial or economic conditions which could adversely
affect such payment capacity. Municipal bonds rated Baa or BBB are considered
"investment grade" securities; municipal bonds rated Baa are considered medium
grade obligations which lack outstanding investment characteristics and have
speculative characteristics, while municipal bonds rated BBB are regarded as
having adequate capacity to pay principal and interest. Municipal bonds rated
AAA in which the Fund may invest may have been so rated on the basis of the
existence of insurance guaranteeing the timely payment, when due, of all
principal and interest. Municipal bonds rated below investment grade quality are
obligations of issuers that are considered predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal according
to the terms of the obligation and, therefore, carry greater investment risk,
including the possibility of issuer default and bankruptcy and increased market
price volatility. Municipal bonds rated below investment grade tend to be less
marketable than higher-quality bonds because the market for them is less broad.
The market for unrated municipal bonds is even narrower. During periods of thin
trading in these markets, the spread between bid and asked prices is likely to
increase significantly and the Fund may have greater difficulty selling its
portfolio securities. The Fund will be more dependent on Nuveen Advisory's
research and analysis when investing in these securities.

     A general description of Moody's, S&P's and Fitch's ratings of municipal
bonds is set forth in Appendix A hereto. The ratings of Moody's, S&P and Fitch
represent their opinions as to the quality of the municipal bonds they rate. It
should be emphasized, however, that ratings are general and are not absolute
standards of quality. Consequently, municipal bonds with the same maturity,
coupon and rating may have different yields while obligations of the same
maturity and coupon with different ratings may have the same yield.

                                      11
<PAGE>

     The Fund will primarily invest in municipal bonds with long-term
maturities in order to maintain a weighted average maturity of 15-30 years, but
the average weighted maturity of obligations held by the Fund may be shortened,
depending on market conditions. As a result, the Fund's portfolio at any given
time may include both long-term and intermediate-term municipal bonds. Moreover,
during temporary defensive periods (e.g., times when, in Nuveen Advisory's
opinion, temporary imbalances of supply and demand or other temporary
dislocations in the tax-exempt bond market adversely affect the price at which
long-term or intermediate-term municipal bonds are available), and in order to
keep the Fund's cash fully invested, including the period during which the net
proceeds of the offering are being invested, the Fund may invest any percentage
of its net assets in short-term investments including high quality, short-term
securities that may be either tax-exempt or taxable and up to 10% of its net
assets in securities of other open or closed-end investment companies that
invest primarily in municipal bonds of the type in which the Fund may invest
directly. The Fund intends to invest in taxable short-term investments only in
the event that suitable tax-exempt short-term investments are not available at
reasonable prices and yields. Tax-exempt short-term investments include various
obligations issued by state and local governmental issuers, such as tax-exempt
notes (bond anticipation notes, tax anticipation notes and revenue anticipation
notes or other such municipal bonds maturing in three years or less from the
date of issuance) and municipal commercial paper. The Fund will invest only in
taxable short-term investments which are U.S. Government securities or
securities rated within the highest grade by Moody's, S&P or Fitch, and which
mature within one year from the date of purchase or carry a variable or floating
rate of interest. See Appendix A for a general description of Moody's, S&P's and
Fitch's ratings of securities in such categories. Taxable short-term investments
of the Fund may include certificates of deposit issued by U.S. banks with assets
of at least $1 billion, or commercial paper or corporate notes, bonds or
debentures with a remaining maturity of one year or less, or repurchase
agreements. See "Repurchase Agreements." To the extent the Fund invests

                                      12
<PAGE>

in taxable investments, the Fund will not at such times be in a position to
achieve its investment objective of tax-exempt income.

     The foregoing policies as to ratings of portfolio investments will apply
only at the time of the purchase of a security, and the Fund will not be
required to dispose of securities in the event Moody's, S&P or Fitch downgrades
its assessment of the credit characteristics of a particular issuer.

     Nuveen Advisory seeks to enhance portfolio value relative to the municipal
bond market by investing in tax-exempt municipal bonds that it believes are
underrated or undervalued or that represent municipal market sectors that are
undervalued. Underrated municipal bonds are those whose ratings do not, in
Nuveen Advisory's opinion, reflect their true creditworthiness. Undervalued
municipal bonds are bonds that, in Nuveen Advisory's opinion, are worth more
than the value assigned to them in the marketplace. Nuveen Advisory may at times
believe that bonds associated with a particular municipal market sector (for
example, electric utilities), or issued by a particular municipal issuer, are
undervalued. Nuveen Advisory may purchase such a bond for the Fund's portfolio
because it represents a market sector or issuer that Nuveen Advisory considers
undervalued, even if the value of the particular bond is consistent with the
value of similar bonds. Municipal bonds of particular types or purposes (e.g.,
hospital bonds, industrial revenue bonds or bonds issued by a particular
municipal issuer) may be undervalued because there is a temporary excess of
supply in that market sector, or because of a general decline in the market
price of municipal bonds of the market sector for reasons that do not apply to
the particular municipal bonds that are considered undervalued. The Fund's
investment in underrated or undervalued municipal bonds will be based on Nuveen
Advisory's belief that their yield is higher than that available on bonds
bearing equivalent levels of interest rate risk, credit risk and other forms of
risk, and that their prices will ultimately rise (relative to the market) to
reflect their true value.

     The Fund has not established any limit on the percentage of its portfolio
investments that may be invested in municipal bonds subject to the federal
alternative minimum tax provisions of federal tax law, and the Fund expects
that a substantial portion of the current income it produces will be includable
in alternative minimum taxable income. Special considerations apply to corporate
investors. See "Tax Matters."

     Also included within the general category of municipal bonds described in
the Fund's Prospectus are participations in lease obligations or installment
purchase contract obligations (hereinafter collectively called "Municipal Lease
Obligations") of municipal authorities or entities. Although a Municipal Lease
Obligation does not constitute a general obligation of the municipality for
which the municipality's taxing power is pledged, a Municipal Lease Obligation
is ordinarily backed by the municipality's covenant to budget for, appropriate
and make the payments due under the Municipal Lease Obligation. However, certain
Municipal Lease Obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or installment purchase
payments in future years unless money is appropriated for such purpose on a
yearly basis. In the case of a "non-appropriation" lease, the Fund's ability to
recover under the lease in the event of non-appropriation or default will be
limited solely to the repossession of the leased property, without recourse to
the general credit of the lessee, and disposition or releasing of the property
might prove difficult. In order to reduce this risk, the Fund will only

                                      13
<PAGE>

purchase Municipal Lease Obligations where Nuveen Advisory believes the issuer
has a strong incentive to continue making appropriations until maturity.

     Upon Nuveen Advisory's recommendation, during temporary defensive periods
and in order to keep the Fund's cash fully invested, including the period during
which the net proceeds of the offering are being invested, the Fund may invest
up to 100% of its net assets in short-term investments including high quality,
short-term securities that may be either tax-exempt or taxable. To the extent
the Fund invests in taxable short-term investments, the Fund will not at such
times be in a position to achieve that portion of its investment objective of
seeking current income exempt from regular federal income tax. For further
information, see, "Short-Term Investments" below.

     Obligations of issuers of municipal bonds are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors, such as the Bankruptcy Reform Act of 1978. In addition, the
obligations of such issuers may become subject to the laws enacted in the future
by Congress, state legislatures or referenda extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or upon municipalities to levy taxes. There is also the
possibility that, as a result of legislation or other conditions, the power or
ability of any issuer to pay, when due, the principal of and interest on its
municipal bonds may be materially affected.

     The Fund also may invest up to 10% of its net assets in securities of
other open or closed-end investment companies that invest primarily in municipal
bonds of the type in which the Fund may invest directly. The Fund will generally
select obligations which may not be redeemed at the option of the issuer for
approximately seven to nine years.

                                      14
<PAGE>

Short-Term Investments

     Short-Term Taxable Fixed Income Securities

     For temporary defensive purposes or to keep cash on hand fully invested,
the Fund may invest up to 100% of its net assets in cash equivalents and short-
term taxable fixed-income securities, although the Fund intends to invest in
taxable short-term investments only in the event that suitable tax-exempt short-
term investments are not available at reasonable prices and yields. Short- term
taxable fixed income investments are defined to include, without limitation, the
following:

          (1)  U.S. government securities, including bills, notes and bonds
     differing as to maturity and rates of interest that are either issued or
     guaranteed by the U.S. Treasury or by U.S. government agencies or
     instrumentalities. U.S. government agency securities include securities
     issued by (a) the Federal Housing Administration, Farmers Home
     Administration, Export-Import Bank of the United States, Small Business
     Administration, and the Government National Mortgage Association, whose
     securities are supported by the full faith and credit of the United States;
     (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the
     Tennessee Valley Authority, whose securities are supported by the right of
     the agency to borrow from the U.S. Treasury; (c) the Federal National
     Mortgage Association, whose securities are supported by the discretionary
     authority of the U.S. government to purchase certain obligations of the
     agency or instrumentality; and (d) the Student Loan Marketing Association,
     whose securities are supported only by its credit. While the U.S.
     government provides financial support to such U.S. government-sponsored
     agencies or instrumentalities, no assurance can be given that it always
     will do so since it is not so obligated by law. The U.S. government, its
     agencies, and instrumentalities do not guarantee the market value of their
     securities. Consequently, the value of such securities may fluctuate.

          (2)  Certificates of Deposit issued against funds deposited in a bank
     or a savings and loan association. Such certificates are for a definite
     period of time, earn a specified rate of return, and are normally
     negotiable. The issuer of a certificate of deposit agrees to pay the amount
     deposited plus interest to the bearer of the certificate on the date
     specified thereon. Under current FDIC regulations, the maximum insurance
     payable as to any one certificate of deposit is $100,000; therefore,
     certificates of deposit purchased by the Fund may not be fully insured.

          (3)  Repurchase agreements, which involve purchases of debt
     securities. At the time the Fund purchases securities pursuant to a
     repurchase agreement, it simultaneously agrees to resell and redeliver such
     securities to the seller, who also simultaneously agrees to buy back the
     securities at a fixed price and time. This assures a predetermined yield
     for the Fund during its holding period, since the resale price is always
     greater than the purchase price and reflects an agreed-upon market rate.
     Such actions afford an opportunity for the Fund to invest

                                      15
<PAGE>

     temporarily available cash. The Fund may enter into repurchase agreements
     only with respect to obligations of the U.S. government, its agencies or
     instrumentalities; certificates of deposit; or bankers' acceptances in
     which the Fund may invest. Repurchase agreements may be considered loans to
     the seller, collateralized by the underlying securities. The risk to the
     Fund is limited to the ability of the seller to pay the agreed-upon sum on
     the repurchase date; in the event of default, the repurchase agreement
     provides that the Fund is entitled to sell the underlying collateral. If
     the value of the collateral declines after the agreement is entered into,
     and if the seller defaults under a repurchase agreement when the value of
     the underlying collateral is less than the repurchase price, the Fund could
     incur a loss of both principal and interest. The investment adviser
     monitors the value of the collateral at the time the action is entered into
     and at all times during the term of the repurchase agreement. The
     investment adviser does so in an effort to determine that the value of the
     collateral always equals or exceeds the agreed-upon repurchase price to be
     paid to the Fund. If the seller were to be subject to a federal bankruptcy
     proceeding, the ability of the Fund to liquidate the collateral could be
     delayed or impaired because of certain provisions of the bankruptcy laws.

          (4)  Commercial paper, which consists of short-term unsecured
     promissory notes, including variable rate master demand notes issued by
     corporations to finance their current operations. Master demand notes are
     direct lending arrangements between the Fund and a corporation. There is no
     secondary market for such notes. However, they are redeemable by the Fund
     at any time. Nuveen Advisory will consider the financial condition of the
     corporation (e.g., earning power, cash flow, and other liquidity ratios)
     and will continuously monitor the corporation's ability to meet all of its
     financial obligations, because the Fund's liquidity might be impaired if
     the corporation were unable to pay principal and interest on demand.
     Investments in commercial paper will be limited to commercial paper rated
     in the highest categories by a major rating agency and which mature within
     one year of the date of purchase or carry a variable or floating rate of
     interest.

     Short-Term Tax-Exempt Fixed Income Securities

     Short-term tax-exempt fixed-income securities are securities that are
exempt from regular federal income tax and mature within three years or less
from the date of issuance. Short-term tax-exempt fixed income securities are
defined to include, without limitation, the following:

     Bond Anticipation Notes ("BANs") are usually general obligations of state
and local governmental issuers which are sold to obtain interim financing for
projects that will eventually be funded through the sale of long-term debt
obligations or bonds. The ability of an issuer to meet its obligations on its
BANs is primarily dependent on the issuer's access to the long-term municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.

                                      16
<PAGE>

     Tax Anticipation Notes ("TANs") are issued by state and local governments
to finance the current operations of such governments. Repayment is generally to
be derived from specific future tax revenues. TANs are usually general
obligations of the issuer. A weakness in an issuer's capacity to raise taxes due
to, among other things, a decline in its tax base or a rise in delinquencies,
could adversely affect the issuer's ability to meet its obligations on
outstanding TANs.

     Revenue Anticipation Notes ("RANs") are issued by governments or
governmental bodies with the expectation that future revenues from a designated
source will be used to repay the notes. In general, they also constitute general
obligations of the issuer. A decline in the receipt of projected revenues, such
as anticipated revenues from another level of government, could adversely affect
an issuer's ability to meet its obligations on outstanding RANs. In addition,
the possibility that the revenues would, when received, be used to meet other
obligations could affect the ability of the issuer to pay the principal and
interest on RANs.

     Construction Loan Notes are issued to provide construction financing for
specific projects. Frequently, these notes are redeemed with funds obtained from
the Federal Housing Administration.

     Bank Notes are notes issued by local government bodies and agencies, such
as those described above to commercial banks as evidence of borrowings.  The
purposes for which the notes are issued are varied but they are frequently
issued to meet short-term working capital or capital-project needs. These notes
may have risks similar to the risks associated with TANs and RANs.

     Tax-Exempt Commercial Paper ("Municipal Paper") represents very short-term
unsecured, negotiable promissory notes issued by states, municipalities and
their agencies. Payment of principal and interest on issues of municipal paper
may be made from various sources, to the extent the funds are available
therefrom. Maturities or municipal paper generally will be shorter than the
maturities of TANs, BANs or RANs. There is a limited secondary market for issues
of Municipal Paper.

     Certain municipal bonds may carry variable or floating rates of interest
whereby the rate of interest is not fixed but varies with changes in specified
market rates or indices, such as a bank prime rate or a tax-exempt money market
index.

     While the various types of notes described above as a group represent the
major portion of the tax-exempt note market, other types of notes are available
in the marketplace and the Fund may invest in such other types of notes to the
extent permitted under its investment objectives, policies and limitations. Such
notes may be issued for different purposes and may be secured differently from
those mentioned above.

Hedging Strategies

     The Fund may periodically engage in hedging transactions. Hedging is a
term used for various methods of seeking to preserve portfolio capital value by
offsetting price changes in one investment through making another investment
whose price should tend to move in the opposite direction. It may be desirable
and possible in various market environments to partially hedge the portfolio
against fluctuations in market value due to interest rate fluctuations by
investment in

                                      17
<PAGE>

financial futures and index futures as well as related put and call options on
such instruments. Both parties entering into an index or financial futures
contract are required to post an initial deposit of 1% to 5% of the total
contract price. Typically, option holders enter into offsetting closing
transactions to enable settlement in cash rather than take delivery of the
position in the future of the underlying security. The Fund will only sell
covered futures contracts, which means that the Fund segregates assets equal to
the amount of the obligations.

     These transactions present certain risks.  In particular, the imperfect
correlation between price movements in the futures contract and price movements
in the securities being hedged creates the possibility that losses on the hedge
by a Fund may be greater than gains in the value of the securities in the Fund's
portfolio.  In addition, futures and options markets may not be liquid in all
circumstances.  As a result, in volatile markets, the Fund may not be able to
close out the transaction without incurring losses substantially greater than
the initial deposit.  Finally, the potential deposit requirements in futures
contracts create an ongoing greater potential financial risk than do options
transactions, where the exposure is limited to the cost of the initial premium.
Losses due to hedging transactions will reduce yield.  Net gains, if any, from
hedging and other portfolio transactions will be distributed as taxable
distributions to shareholders. The Fund will not make any investment (whether an
initial premium or deposit or a subsequent deposit) other than as necessary to
close a prior investment if, immediately after such investment, the sum of the
amount of its premiums and deposits would exceed 5% of the Fund's net assets.
The Fund will invest in these instruments only in markets believed by Nuveen
Advisory to be active and sufficiently liquid. Successful implementation of most
hedging strategies would generate taxable income, and the Fund has no present
intention to use these strategies. For further information regarding these
investment strategies and risks presented thereby, see Appendix C to this
Statement of Additional Information.

Factors Pertaining to Maryland

     Factors pertaining to Maryland are set forth in Appendix D-1.

                    OTHER INVESTMENT POLICIES AND TECHNIQUES

Illiquid Securities

     The Fund may invest in illiquid securities (i.e., securities that are not
readily marketable), including, but not limited to, restricted securities
(securities the disposition of which is restricted under the federal securities
laws), securities that may only be resold pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"); and repurchase
agreements with maturities in excess of seven days.

                                       18
<PAGE>

     Restricted securities may be sold only in privately negotiated transactions
or in a public offering with respect to which a registration statement is in
effect under the Securities Act.  Where registration is required, the Fund may
be obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the Fund
may be permitted to sell a security under an effective registration statement.
If, during such a period, adverse market conditions were to develop, the Fund
might obtain a less favorable price than that which prevailed when it decided to
sell.  Illiquid securities will be priced at a fair value as determined in good
faith by the Board of Trustees or its delegate.

Portfolio Trading and Turnover Rate

     Portfolio trading may be undertaken to accomplish the investment objectives
of the Fund in relation to actual and anticipated movements in interest rates.
In addition, a security may be sold and another of comparable quality purchased
at approximately the same time to take advantage of what Nuveen Advisory
believes to be a temporary price disparity between the two securities. Temporary
price disparities between two comparable securities may result from supply and
demand imbalances where, for example, a temporary oversupply of certain bonds
may cause a temporarily low price for such bonds, as compared with other bonds
of like quality and characteristics. The Fund may also engage to a limited
extent in short-term trading consistent with its investment objectives.
Securities may be sold in anticipation of a market decline (a rise in interest
rates) or purchased in anticipation of a market rise (a decline in interest
rates) and later sold, but the Fund will not engage in trading solely to
recognize a gain.

     Subject to the foregoing, the Fund will attempt to achieve its investment
objectives by prudent selection of municipal bonds with a view to holding them
for investment.  While there can be no assurance thereof, the Fund anticipates
that its annual portfolio turnover rate will generally not exceed 100%.
However, the rate of turnover will not be a limiting factor when the Fund deems
it desirable to sell or purchase securities. Therefore, depending upon market
conditions, the annual portfolio turnover rate of the Fund may exceed 100% in
particular years.

Other Investment Companies

     The Fund may invest in securities of other open or closed-end investment
companies that invest primarily in municipal bonds of the types in which the
Fund may invest directly.  The Fund generally expects to invest in other
investment companies either during periods when it has large amounts of
uninvested cash, such as the period shortly after the Fund receives the proceeds
of the offering of its Common Shares or MuniPreferred Shares, or during periods
when there is a shortage of attractive, high-yielding municipal bonds available
in the market. As a stockholder in an investment company, the Fund will bear its
ratable share of that investment company's expenses and would remain subject to
payment of the Fund's management, advisory and administrative fees with respect
to assets so invested. Common Shareholders would therefore be subject to
duplicative expenses to the extent the Fund invests in other investment
companies. Nuveen Advisory will take expenses into account when evaluating the
investment merits of an investment in the investment company relative to
available municipal bond investments. In addition, the securities of other
investment companies may also be leveraged and will therefore be subject to the
same leverage risks described herein. As described in the Fund's Prospectus in
the section entitled "Risks," the net asset value and market value of leveraged
shares will be more

                                       19
<PAGE>

volatile and the yield to shareholders will tend to fluctuate more than the
yield generated by unleveraged shares.

When-Issued and Delayed Delivery Transactions

     The Fund may buy and sell municipal bonds on a when-issued or delayed
delivery basis, making payment or taking delivery at a later date, normally
within 15-45 days of the trade date. On such transactions the payment obligation
and the interest rate are fixed at the time the buyer enters into the
commitment. Beginning on the date the Fund enters into a commitment to purchase
securities on a when-issued or delayed delivery basis, the Fund is required
under rules of the Securities and Exchange Commission to maintain in a separate
account liquid assets, consisting of cash, cash equivalents or liquid securities
having a market value at all times of at least equal to the amount of the
commitment. Income generated by any such assets which provide taxable income for
federal income tax purposes is includable in the taxable income of the Fund. The
Fund may enter into contracts to purchase municipal bonds on a forward basis
(i.e., where settlement will occur more than 60 days from the date of the
transaction) only to the extent that the Fund specifically collateralizes such
obligations with a security that is expected to be called or mature within sixty
days before or after the settlement date of the forward transaction. The
commitment to purchase securities on a when-issued, delayed delivery or forward
basis may involve an element of risk because no interest accrues on the bonds
prior to settlement and at the time of delivery the market value may be less
than cost.

Repurchase Agreements

     As temporary investments, the Fund may invest in repurchase agreements. A
repurchase agreement is a contractual agreement whereby the seller of securities
(U.S. Government securities or municipal bonds) agrees to repurchase the same
security at a specified price on a future date agreed upon by the parties. The
agreed-upon repurchase price determines the yield during the Fund's holding
period. Repurchase agreements are considered to be loans collateralized by the
underlying security that is the subject of the repurchase contract. Income
generated from transactions in repurchase agreements will be taxable. See "Tax
Matters" for information relating to the allocation of taxable income between
Common Shares and MuniPreferred Shares, if any. The Fund will only enter into
repurchase agreements with registered securities dealers or domestic banks that,
in the opinion of Nuveen Advisory, present minimal credit risk. The risk to the
Fund is limited to the ability of the issuer to pay the agreed-upon repurchase
price on the delivery date; however, although the value of the underlying
collateral at the time the transaction is entered into always equals or exceeds
the agreed-upon repurchase price, if the value of the collateral declines there
is a risk of loss of both principal and interest. In the event of default, the
collateral may be sold but the Fund might incur a loss if the value of the
collateral declines, and might incur disposition costs or experience delays in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization upon the collateral by the Fund may be delayed or limited. Nuveen
Advisory will monitor the value of the collateral at the time the transaction is
entered into and at all times subsequent during the term of the repurchase
agreement in an effort to determine that such value always equals or exceeds the
agreed-upon repurchase price. In the event the value of the collateral declines
below the repurchase price, Nuveen Advisory will

                                       20
<PAGE>

demand additional collateral from the issuer to increase the value of the
collateral to at least that of the repurchase price, including interest.

Zero Coupon Bonds

     The Fund may invest in zero coupon bonds. A zero coupon bond is a bond
that does not pay interest for its entire life. The market prices of zero coupon
bonds are affected to a greater extent by changes in prevailing levels of
interest rates and thereby tend to be more volatile in price than securities
that pay interest periodically. In addition, because the Fund accrues income
with respect to these securities prior to the receipt of such interest, it may
have to dispose of portfolio securities under disadvantageous circumstances in
order to obtain cash needed to pay income dividends in amounts necessary to
avoid unfavorable tax consequences.

                            MANAGEMENT OF THE FUND

Trustees and Officers

     The management of the Fund, including general supervision of the duties
performed for the Fund under the Management Agreement, is the responsibility of
the Board of Trustees of the Fund. The number of trustees of the Fund is
currently set at seven, one of whom is an "interested" person (as the term
"interested" persons is defined in the Investment Company Act of 1940) and six
of whom are not "interested" persons. None of the trustees who are not
"interested" persons of the Fund has ever been a director or employee of, or
consultant to, Nuveen or its affiliates. The names and business addresses of the
trustees and officers of the Fund and their principal occupations and other
affiliations during the past five years are set forth below, with those trustees
who are "interested" persons of the Fund indicated by an asterisk.


<TABLE>
<CAPTION>
  Name and Address        Birthdate    Positions and          Principal Occupations During
  ----------------        ---------    -------------          ----------------------------
                                      Offices with the              Past Five Years
                                      ----------------              ---------------
                                            Fund
                                            ----
<S>                       <C>         <C>                     <C>
Timothy R. Schwertfeger*  3/28/49     Chairman of the         Chairman and Director (since July 1996) of The John Nuveen Company,
333 West Wacker Drive                   Board, President      Nuveen Investments, Nuveen Advisory Corp. and Nuveen Institutional
Chicago, IL 60606                       and Trustee           Advisory Corp.; prior thereto, Executive Vice President and Director
                                                              of The John Nuveen Company and Nuveen Investments; Director (since
                                                              1992) and Chairman (since 1996) of Nuveen Advisory Corp. and Nuveen
                                                              Institutional Advisory Corp.; Chairman and Director (since January
                                                              1997) of Nuveen Asset Management, Inc.; Director (since 1996) of
                                                              Institutional Capital Corporation; Chairman and Director of
</TABLE>

                                      21
<PAGE>

<TABLE>
<CAPTION>
  Name and Address        Birthdate    Positions and          Principal Occupations During
  ----------------        ---------    -------------          ----------------------------
                                      Offices with the              Past Five Years
                                      ----------------              ---------------
                                            Fund
                                            ----
<S>                       <C>         <C>                     <C>
                                                              Rittenhouse Financial Services Inc. (since 1999); Chief Executive
                                                              Officer (since September 1999) of Nuveen Senior Loan Asset Management
                                                              Inc.

Robert P. Bremner         8/22/40        Trustee              Private Investor and Management Consultant.
3725 Huntington Street,
  N.W.
Washington, D.C. 20015

Lawrence H. Brown         7/29/34        Trustee              Retired (August 1989) as Senior Vice President of The Northern Trust
201 Michigan Avenue                                           Company
Highwood, IL 60040

Anne E. Impellizzeri      1/26/33        Trustee              Executive Director (since 1998) of Manitoga (Center for Russel
3 West 29th Street                                            Wright's Design with Nature), formerly President and Chief Executive
New York, NY 10001                                            Officer of Blanton-Peale Institutes of Religion and Health (since
                                                              December 1990); prior thereto, Vice President, Metropolitan Life
                                                              Insurance Co.

Peter R. Sawers           4/3/33         Trustee              Adjunct Professor of Business and Economics, University of Dubuque,
22 The Landmark                                               Iowa; formerly (1991-2000) Adjunct Professor, Lake Forest Graduate
Northfield, IL 60093                                          School of Management, Lake Forest, Illinois; prior thereto, Executive
                                                              Director, Towers Perrin Australia; Chartered Financial Analyst;
                                                              Certified Management Consultant.

William J. Schneider      9/24/44        Trustee              Senior Partner and Chief Operating Officer, Miller-Valentine Partners,
4000 Miller-Valentine Ct.                                     Vice President, Miller-Valentine Group, a development and contract
P. O. Box 744                                                 company; Member Community Advisory Board, National City Bank, Dayton,
Dayton, OH 45401                                              Ohio; Business Advisory Council, Cleveland Federal Reserve Bank.

Judith M. Stockdale       12/29/47       Trustee              Executive Director, Gaylord and Dorothy Donnelley Foundation (since
35 E. Wacker Drive                                            1994); prior thereto, Executive Director, Great Lakes Protection Fund
Suite 2600                                                    (from 1990 to 1994).
Chicago, IL 60601

Alan G. Berkshire         12/28/60    Vice President and      Senior Vice President and General Counsel (since September 1997) and
333 W. Wacker Drive                   Assistant Secretary     Secretary (since May 1998) of The
Chicago, IL 60606
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
  Name and Address        Birthdate    Positions and          Principal Occupations During
  ----------------        ---------    -------------          ----------------------------
                                      Offices with the               Past Five Years
                                      ----------------               ---------------
                                            Fund
                                            ----
<S>                       <C>         <C>                     <C>
                                                              John Nuveen Company, Nuveen
                                                              Investments, Nuveen Advisory Corp.
                                                              and Nuveen Institutional Advisory
                                                              Corp., Senior Vice President and
                                                              Secretary (since September 1999) of
                                                              Nuveen Senior Loan Management Inc.;
                                                              prior thereto, Partner in the law firm
                                                              of Kirkland & Ellis.

Peter H. D'Arrigo         11/28/67    Vice President and      Vice President of Nuveen Investments
333 W. Wacker Drive                       Treasurer           (since January 1999), prior thereto,
Chicago, IL   60606                                           Assistant Vice President (from January
                                                              1997); formerly, Associate of Nuveen
                                                              Investments; Vice President and
                                                              Treasurer (since September 1999) of
                                                              Nuveen Senior Loan Asset Management
                                                              Inc.; Chartered Financial Analyst.

Michael S. Davern         6/26/57       Vice President        Vice President of Nuveen Advisory
333 W. Wacker Drive                                           Corp. (Since January 1997); prior
Chicago, IL   60606                                           thereto, Vice President and Portfolio
                                                              Manager of Flagship Financial.

Lorna C. Ferguson         10/24/45      Vice President        Vice President of Nuveen Investments;
333 W. Wacker Drive                                           Vice President (since January 1998) of
Chicago, IL   60606                                           Nuveen Advisory Corp. and Nuveen
                                                              Institutional Advisory Corp.

William M. Fitzgerald     3/2/64        Vice President        Vice President of Nuveen Advisory
333 W. Wacker Drive                                           Corp. (since December 1995);
Chicago, IL   60606                                           Assistant Vice President of Nuveen
                                                              Advisory Corp. (from September 1992
                                                              to December 1995), prior thereto,
                                                              Assistant Portfolio Manager of Nuveen
                                                              Advisory Corp.; Chartered Financial
                                                              Analyst.

Stephen D. Foy            5/31/54     Vice President and      Vice President of Nuveen Investments
333 W. Wacker Drive                       Controller          and (since May 1998) The John Nuveen
Chicago, IL   60606                                           Company, Vice President (since
                                                              September 1999) of Nuveen Senior Loan
                                                              Management Inc.; Certified Public
                                                              Accountant.

J. Thomas Futrell         7/5/55        Vice President        Vice President of Nuveen Advisory
333 W. Wacker Drive                                           Corp.; Chartered Financial Analyst.
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
  Name and Address        Birthdate    Positions and          Principal Occupations During
  ----------------        ---------    -------------          ----------------------------
                                      Offices with the              Past Five Years
                                      ----------------              ---------------
                                            Fund
                                            ----
<S>                       <C>         <C>                     <C>
Chicago, IL 60606

Richard A. Huber          3/26/63       Vice President        Vice President of Nuveen Institutional
333 W. Wacker Drive                                           Advisory Corp. (since March 1998) and
Chicago, IL 60606                                             Nuveen Advisory Corp. (since January
                                                              1997); prior thereto, Vice President
                                                              and Portfolio Manager of Flagship
                                                              Financial, Inc.

Steven J. Krupa           8/21/57      Vice President         Vice President of Nuveen Advisory
333 W. Wacker Drive                                           Corp.
Chicago, IL 60606

David J. Lamb             3/22/63     Vice President          Vice President (since March 2000) of Nuveen
                                                              Investments, previously Assistant Vice
                                                              President (since January 1999), prior thereto,
                                                              Associate of Nuveen Investments; Certified
                                                              Public Accountant

Larry W. Martin           7/27/51     Vice President and      Vice President, Assistant Secretary
333 W. Wacker Drive                   Assistant Secretary     and Assistant General Counsel of
Chicago, IL 60606                                             Nuveen Investments; Vice President and
                                                              Assistant Secretary of Nuveen Advisory
                                                              Corp. and Nuveen Institutional Advisory
                                                              Corp.; Assistant Secretary of the John
                                                              Nuveen Company and (since January 1997)
                                                              Nuveen Asset Management, Inc.; Vice
                                                              President and Assistant Secretary
                                                              (since September 1999) of Nuveen Senior
                                                              Loan Asset Management Inc.

Edward F. Neild, IV       7/7/65       Vice President         Vice President (since September 1996),
333 W. Wacker Drive                                           previously Assistant Vice President
Chicago, IL 60606                                             (since December 1993) of Nuveen
                                                              Advisory Corp., Portfolio Manager
                                                              prior thereto; Vice President (since
                                                              September 1996), previously Assistant
                                                              Vice President (since May 1995) of
                                                              Nuveen Institutional Advisory Corp.,
                                                              Portfolio Manager prior thereto;
                                                              Chartered Financial Analyst.

Stephen S. Peterson       9/20/57      Vice President         Vice President (since September 1997),
333 W. Wacker Drive                                           previously Assistant Vice President
Chicago, IL 60606                                             (since September 1996), Portfolio
                                                              Manager, prior thereto,
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
  Name and Address        Birthdate    Positions and          Principal Occupations During
  ----------------        ---------   ----------------        ----------------------------
                                      Offices with the              Past Five Years
                                      ----------------              ---------------
                                           Fund
                                           ----
<S>                       <C>         <C>                     <C>
                                                              of Nuveen Advisory Corp.; Chartered
                                                              Financial Analyst.

Thomas C. Spalding, Jr.   7/31/51       Vice President        Vice President of Nuveen Advisory
333 W. Wacker Drive                                           Corp. and Nuveen Institutional
Chicago, IL 60606                                             Advisory Corp.; Chartered Financial
                                                              Analyst.

Gifford R. Zimmerman      9/9/56      Vice President and      Vice President, Assistant Secretary
333 W. Wacker Drive                       Secretary           and Associate General Counsel, formerly
Chicago, IL 60606                                             Assistant General Counsel, of Nuveen
                                                              Investments; Vice President and
                                                              Assistant Secretary of Nuveen Advisory
                                                              Corp. and Nuveen Institutional Advisory
                                                              Corp.; Vice President and Assistant
                                                              Secretary of The John Nuveen Company
                                                              (since May 1994); Vice President and
                                                              Assistant Secretary (since September
                                                              1999) of Nuveen Senior Loan Asset
                                                              Management Inc.; Chartered Financial
                                                              Analyst.
</TABLE>

     Peter R. Sawers and Timothy R. Schwertfeger serve as members of the
Executive Committee of the Board of Trustees of the Fund. The Executive
Committee, which meets between regular meetings of the Board of Trustees, is
authorized to exercise all of the powers of the Board of Trustees.


     The trustees of the Fund are also directors or trustees, as the case may
be, of 35 Nuveen open-end funds and 54 Nuveen closed-end funds advised by Nuveen
Advisory Corp. Mr. Schwertfeger is a director or trustee, as the case may be, of
13 Nuveen open-end and closed-end funds advised by Nuveen Institutional Advisory
Corp. and two funds advised by Nuveen Senior Loan Asset Management Inc. None of
the independent trustees has ever been a director, officer, or employee of, or
a consultant to, Nuveen Advisory, Nuveen or their affiliates.


                                       25
<PAGE>


     The Common Shareholders of the Fund will elect trustees at the next annual
meeting of Common Shareholders, unless any MuniPreferred Shares are outstanding
at that time, in which event holders of MuniPreferred Shares, voting as a
separate class, will elect two trustees and the remaining trustees shall be
elected by Common Shareholders and holders of MuniPreferred Shares, voting
together as a single class. Holders of MuniPreferred Shares will be entitled to
elect a majority of the Fund's trustees under certain circumstances. See
"Description of Shares - MuniPreferred Shares - Voting Rights."

     The following table sets forth estimated compensation to be paid by the
Fund projected during the Fund's first full fiscal year after commencement of
operation. The Fund does not have a retirement or pension plan. The officers and
trustees affiliated with Nuveen serve without any compensation from the
Fund.

<TABLE>
<CAPTION>
                                                                                    Amount of Total
                                                            Total Compensation      Compensation that
                                     Maryland                 from Fund and             Has Been
       Name of Trustee                Fund*                   Fund Complex**            Deferred
   ------------------------      ---------------------      --------------------    -----------------
-----------------------------------------------------------------------------------------------------
<S>                              <C>                        <C>                     <C>
Robert P. Bremner                        $120                     $71,000               $ 8,368
-----------------------------------------------------------------------------------------------------
Lawrence H. Brown                        $126                     $75,250               $     0
-----------------------------------------------------------------------------------------------------
Anne E. Impellizzeri                     $120                     $71,000               $55,784
-----------------------------------------------------------------------------------------------------
Peter R. Sawers                          $120                     $71,000               $55,784
-----------------------------------------------------------------------------------------------------
William J. Schneider                     $120                     $69,000               $54,216
-----------------------------------------------------------------------------------------------------
Judith M. Stockdale                      $120                     $71,000               $13,946
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
</TABLE>

                                      26
<PAGE>

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

     *  Based on the estimated compensation to be earned by the independent
trustees for the period from inception through the end of the Fund's first full
fiscal year for services to the Fund.

     **Based on the estimated compensation paid to the trustees for the one year
period ending 12/31/00 for services to the open-end and closed-end funds advised
by Nuveen Advisory.


     The Fund has no employees. Its officers are compensated by Nuveen Advisory
or Nuveen.

                              INVESTMENT ADVISER

     Nuveen Advisory acts as investment adviser to the Fund, with
responsibility for the overall management of the Fund. Its address is 333 West
Wacker Drive, Chicago, Illinois 60606. Nuveen Advisory is also responsible for
managing the Fund's business affairs and providing day-to-day administrative
services to the Fund. For additional information regarding the management
services performed by Nuveen Advisory, see "Management of the Fund" in the
Fund's Prospectus.

     Nuveen Advisory is a wholly owned subsidiary of Nuveen, which is also a co-
managing underwriter of the Fund's shares. Nuveen is sponsor of the Nuveen
Defined Portfolios, registered unit investment trusts, is the principal
underwriter for the Nuveen Mutual Funds, and has served as co-managing
underwriter for the shares of the Nuveen Exchange-Traded Funds. Over 1,300,000
individuals have invested to date in Nuveen's funds and trusts. Founded in 1898,
Nuveen brings over a century of expertise to the municipal bond market.
According to data from Strategic Insight, Nuveen is the leading sponsor of
exchange-traded municipal bond funds as measured by number of funds (59) and
fund assets under management ($27 billion). Overall, Nuveen and its affiliates
have over $61 billion in assets under management or surveillance. Nuveen is a
subsidiary of The John Nuveen Company which, in turn, is approximately 78% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is a publicly-traded
company
                                      27
<PAGE>

located in St. Paul, Minnesota, and is principally engaged in providing
property-liability insurance through subsidiaries.

     Pursuant to an investment management agreement between Nuveen Advisory and
the Fund, the Fund has agreed to pay for the services and facilities provided
by Nuveen Advisory an annual management fee, payable on a monthly basis,
according to the following schedule:

<TABLE>
<CAPTION>
Average Daily Net Assets(1)                                        Management Fee
-----------------------------                                    ------------------
<S>                                                              <C>
Up to $125 million                                                     .6500%
$125 million to $250 million                                           .6375%
$250 million to $500 million                                           .6250%
$500 million to $1 billion                                             .6125%
$1 billion to $2 billion                                               .6000%
$2 billion and over                                                    .5750%
</TABLE>


(1)Including net assets attributable to MuniPreferred Shares.

     All fees and expenses are accrued daily and deducted before payment of
dividends to investors. The investment management agreement has been approved by
a majority of the disinterested trustees of the Fund and the sole shareholder
of the Fund.

     For the first ten years of the Fund's operation, Nuveen Advisory has
contractually agreed to reimburse the Fund for fees and expenses in the amounts,
and for the time periods, set forth below:

<TABLE>
<CAPTION>

                                    Percentage                                     Percentage
                                    Reimbursed                                     Reimbursed
            Year Ending         (as a percentage of         Year Ending        (as a percentage of
              Jan. 31,          daily net assets)(1)         Jan. 31,          daily net assets)(1)
           -------------        -------------------       -------------        -------------------
<S>                                  <C>                  <C>                   <C>
               2001(2)                  .30%                  2007                   .25%
               2002                     .30%                  2008                   .20%
               2003                     .30%                  2009                   .15%
               2004                     .30%                  2010                   .10%
               2005                     .30%                  2011                   .05%
               2006                     .30%
</TABLE>
-----------------------


           (1) Including net assets attributable to MuniPreferred Shares.
           (2) From the commencement of operations.

     Reducing Fund expenses in this manner will tend to increase the amount of
income available for the Common Shareholders. Nuveen Advisory has not agreed to
reimburse the Fund for any portion of its fees and expenses beyond January 31,
2011.

     The Fund, Nuveen Advisory, Nuveen Investments, Salomon Smith Barney and
other related entities have adopted codes of ethics which essentially prohibit
certain of their personnel, including the Nuveen fund portfolio manager, from
engaging in personal investments which compete or interfere with, or attempt to
take advantage of a client's, including the Fund's, anticipated or actual
portfolio transactions, and are designed to assure that the interests of
clients, including Fund shareholders, are placed before the interests of
personnel in connection with personal investment transactions. Text-only
versions of the codes of ethics can be viewed online or downloaded from the
EDGAR Database on the SEC's internet web site at www.sec.gov. You may also
review and copy those documents by visiting the SEC's Public Reference Room in
Washington, DC. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 202-942-8090. In addition, copies of the codes of
ethics may be obtained, after mailing the appropriate duplicating fee, by
writing to the SEC's Public Reference Section, 450 5th Street, N.W., Washington,
DC 20549-0102 or by e-mail request at [email protected]

                            PORTFOLIO TRANSACTIONS

     Nuveen Advisory is responsible for decisions to buy and sell securities for
the Fund and for the placement of the Fund's securities business, the
negotiation of the prices to be paid for principal trades and the allocation of
its transactions among various dealer firms. Portfolio securities will normally
be purchased directly from an underwriter or in the over-the-counter market from
the principal dealers in such securities, unless it appears that a better price
or

                                      28
<PAGE>

execution may be obtained through other means.  Portfolio securities will not
be purchased from Nuveen or its affiliates except in compliance with the 1940
Act.

     The Fund expects that substantially all portfolio transactions will be
effected on a principal (as opposed to an agency) basis and, accordingly, does
not expect to pay any brokerage commissions.  Purchases from underwriters will
include a commission or concession paid by the issuer to the underwriter, and
purchases from dealers will include the spread between the bid and asked price.
It is the policy of Nuveen Advisory to seek the best execution under the
circumstances of each trade.  Nuveen Advisory evaluates price as the primary
consideration, with the financial condition, reputation and responsiveness of
the dealer considered secondary in determining best execution.  Given the best
execution obtainable, it will be Nuveen Advisory's practice to select dealers
which, in addition, furnish research information (primarily credit analyses of
issuers and general economic reports) and statistical and other services to
Nuveen Advisory.  It is not possible to place a dollar value on information and
statistical and other services received from dealers.  Since it is only
supplementary to Nuveen Advisory's own research efforts, the receipt of research
information is not expected to reduce significantly Nuveen Advisory's expenses.
While Nuveen Advisory will be primarily responsible for the placement of the
business of the Fund, the policies and practices of Nuveen Advisory in this
regard must be consistent with the foregoing and will, at all times, be subject
to review by the Board of Trustees of the Fund.

     Nuveen Advisory may manage other investment accounts and investment
companies for other clients which have investment objectives similar to those of
the Fund.  Subject to applicable laws and regulations, Nuveen Advisory seeks to
allocate portfolio transactions equitably whenever concurrent decisions are made
to purchase or sell securities by the Fund and another advisory account.  In
making such allocations the main factors to be considered will be the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment and the size of
investment commitments generally held.  While this procedure could have a
detrimental effect on the price or amount of the securities available to the
Fund from time to time, it is the opinion of the Board of Trustees that the
benefits available from Nuveen Advisory's organization will outweigh any
disadvantage that may arise from exposure to simultaneous transactions.

     Under the 1940 Act, the Fund may not purchase portfolio securities from any
underwriting syndicate of which Nuveen is a member except under certain limited
conditions set forth in Rule 10f-3.  The rule sets forth requirements relating
to, among other things, the terms of an issue of municipal bonds purchased by
the Fund, the amount of municipal bonds which may be purchased in any one issue
and the assets of the Fund that may be invested in a particular issue. In
addition, purchases of securities made pursuant to the terms of the Rule must be
approved at least quarterly by the Board of Trustees of the Fund, including a
majority of the members thereof who are not interested persons of the Fund.

                                 DISTRIBUTIONS

     As described in the Fund's Prospectus, initial distributions to Common
Shareholders are expected to be declared approximately 45 days, and paid
approximately 60 to 90 days, from the completion of the offering of the Common
Shares, depending on market conditions. To permit the Fund to maintain a

                                       29
<PAGE>

more stable monthly distribution, the Fund will initially (prior to its first
distribution), and may from time to time thereafter, distribute less than the
entire amount of net investment income earned in a particular period. Such
undistributed net investment income would be available to supplement future
distributions, including distributions which might otherwise have been reduced
by a decrease in the Fund's monthly net income due to fluctuations in investment
income or expenses, or due to an increase in the dividend rate on the Fund's
outstanding MuniPreferred Shares. As a result, the distributions paid by the
Fund for any particular period may be more or less than the amount of net
investment income actually earned by the Fund during such period. Undistributed
net investment income will be added to the Fund's net asset value and,
correspondingly, distributions from undistributed net investment income will be
deducted from the Fund's net asset value.

     For tax purposes, the Fund is currently required to allocate net capital
gain and other taxable income, if any, between Common Shares and MuniPreferred
Shares in proportion to total distributions paid to each class for the year in
which such net capital gains or other taxable income is realized.  For
information relating to the impact of the issuance of MuniPreferred Shares on
the distributions made by a Fund to Common Shareholders, see the Fund's
Prospectus under "MuniPreferred Shares and Leverage."

     While any MuniPreferred Shares are outstanding, the Fund may not declare
any cash dividend or other distribution on its Common Shares unless at the time
of such declaration (1) all accumulated dividends on the MuniPreferred Shares
have been paid and (2) the net asset value of the Fund's portfolio (determined
after deducting the amount of such dividend or other distribution) is at least
200% of the liquidation value of any outstanding MuniPreferred Shares. This
latter limitation on the Fund's ability to make distributions on its Common
Shares could under certain circumstances impair the ability of the Fund to
maintain its qualification for taxation as a regulated investment company. See
"Tax Matters."

                             DESCRIPTION OF SHARES

Common Shares

     The Fund's Declaration of Trust (the "Declaration") authorizes the
issuance of an unlimited number of Common Shares, par value $.01 per share. All
Common Shares of the Fund have equal rights as to the payment of dividends and
the distribution of assets upon liquidation of the Fund. Common Shares will,
when issued, be fully paid and, subject to matters discussed in "Certain
Provisions in the Declaration of Trust," non-assessable, and will have no pre-
emptive or conversion rights or rights to cumulative voting. At any time when
the Fund's MuniPreferred Shares are outstanding, Common Shareholders will not be
entitled to receive any distributions from the Fund unless all accrued dividends
on MuniPreferred Shares have been paid, and unless asset coverage (as defined in
the 1940 Act) with respect to MuniPreferred Shares would be at least 200% after
giving effect to such distributions. See "MuniPreferred Shares" below.

     The Common Shares have been approved for listing on the American Stock
Exchange, subject to notice of issuance.  The Fund intends to hold annual
meetings of shareholders so long as the Common Shares are listed on a national
securities exchange and such meetings are required as a condition to such
listing.

                                       30
<PAGE>


     Shares of closed-end investment companies may frequently trade at prices
lower than net asset value. Shares of closed-end investment companies like the
Fund that invest predominately in investment grade municipal bonds have during
some periods traded at prices higher than net asset value and during other
periods have traded at prices lower than net asset value. There can be no
assurance that Common Shares or shares of other municipal funds will trade at a
price higher than net asset value in the future. Net asset value will be reduced
immediately following the offering after payment of the sales load and
organization and offering expenses. Net asset value generally increases when
interest rates decline, and decreases when interest rates rise, and these
changes are likely to be greater in the case of a fund having a leveraged
capital structure. Whether investors will realize gains or losses upon the sale
of Common Shares will not depend upon a Fund's net asset value but will depend
entirely upon whether the market price of the Common Shares at the time of sale
is above or below the original purchase price for the shares. Since the market
price of the Fund's Common Shares will be determined by factors beyond the
control of the Fund, the Fund cannot predict whether the Common Shares will
trade at, below, or above net asset value or at, below or above the initial
public offering price. Accordingly, the Common Shares are designed primarily for
long-term investors, and investors in the Common Shares should not view the Fund
as a vehicle for trading purposes. See "Repurchase of Fund Shares; Conversion to
Open-End Fund" and the Fund's Prospectus under "MuniPreferred Shares and
Leverage" and "The Fund's Investments--Municipal Bonds."

MuniPreferred Shares

     The Declaration authorizes the issuance of an unlimited number of
MuniPreferred Shares, par value $.01 per share, in one or more classes or
series, with rights as determined by the Board of Trustees of the Fund, by
action of the Board of Trustees without the approval of the Common Shareholders.

     The Fund's Board of Trustees has indicated its intention to authorize an
offering of MuniPreferred Shares (representing approximately 35% of the Fund's
capital immediately after the time the MuniPreferred Shares are issued) within
approximately one to three months after completion of the offering of Common
Shares, subject to market conditions and to the Board's continuing belief that
leveraging the Fund's capital structure through the issuance of MuniPreferred
Shares is likely to achieve the benefits to the Common Shareholders described in
this Statement of Additional Information.  Although the terms of the
MuniPreferred Shares, including their dividend rate, voting rights, liquidation
preference and redemption provisions, will be determined by the Board of
Trustees (subject to applicable law and the Fund's Declaration) if and when it
authorizes a MuniPreferred Shares offering, the Board has stated that the
initial series of MuniPreferred Shares would likely pay cumulative dividends at
relatively shorter-term periods (such as 7 days); by providing for the periodic
redetermination of the dividend rate through an auction or remarketing
procedure.  The Board of Trustees of the Fund has indicated that the
liquidation preference, preference on distribution, voting rights and redemption
provisions of the MuniPreferred Shares will likely be as stated below.

     Limited Issuance of MuniPreferred Shares.  Under the 1940 Act, the Fund
could issue MuniPreferred Shares with an aggregate liquidation value of up to
one-half of the value of the Fund's total net assets, measured immediately after
issuance of the MuniPreferred Shares. "Liquidation value" means the original
purchase price of the shares being liquidated plus any accrued and unpaid
dividends. In addition, the Fund is not permitted to declare any cash dividend
or other distribution on its Common Shares unless the liquidation value of the
MuniPreferred shares is less than one-half of the value of the Fund's total net
assets (determined after deducting the amount of such dividend or distribution)
immediately after the distribution. If the Fund sells all the Common Shares and
MuniPreferred Shares discussed in this Prospectus, the liquidation value of the
MuniPreferred Shares is expected to be approximately 35% of the value of the
Fund's total net assets. The Fund intends to purchase or redeem MuniPreferred
Shares, if necessary, to keep that fraction below one-half.

     Distribution Preference.  The MuniPreferred Shares have complete priority
over the Common Shares as to distribution of assets.

                                       31
<PAGE>


     Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Fund, holders of
MuniPreferred Shares will be entitled to receive a preferential liquidating
distribution (expected to equal the original purchase price per share plus
accumulated and unpaid dividends thereon, whether or not earned or declared)
before any distribution of assets is made to holders of Common Shares. After
payment of the full amount of the liquidating distribution to which they are
entitled, holders of MuniPreferred Shares will not be entitled to any further
participation in any distribution of assets by the Fund. A consolidation or
merger of the Fund with or into any Massachusetts business trust or corporation
or a sale of all or substantially all of the assets of the Fund shall not be
deemed to be a liquidation, dissolution or winding up of the Fund.

     Voting Rights. In connection with any issuance of MuniPreferred Shares, the
Fund must comply with Section 18(i) of the 1940 Act which requires, among other
things, that MuniPreferred Shares be voting shares and have equal voting rights
with Common Shares. Except as otherwise indicated in this Statement of
Additional Information and except as otherwise required by applicable law,
holders of MuniPreferred Shares will vote together with Common Shareholders as a
single class.

     In connection with the election of the Fund's trustees, holders of
MuniPreferred Shares, voting as a separate class, will be entitled to elect two
of the Fund's trustees, and the remaining trustees shall be elected by Common
Shareholders and holders of MuniPreferred Shares, voting together as a single
class. In addition, if at any time dividends on the Fund's outstanding
MuniPreferred Shares shall be unpaid in an amount equal to two full years'
dividends thereon, the holders of all outstanding MuniPreferred Shares, voting
as a separate class, will be entitled to elect a majority of the Fund's trustees
until all dividends in arrears have been paid or declared and set apart for
payment.

     The affirmative vote of the holders of a majority of the Fund's outstanding
MuniPreferred Shares of any class or series, as the case may be, voting as a
separate class, will be required to, among other things (1) take certain actions
which would affect the preferences, rights, or powers of such class or series or
(2) authorize or issue any class or series ranking prior to the MuniPreferred
Shares. Except as may otherwise be required by law, (1) the affirmative vote of
the holders of at least two-thirds of the Fund's MuniPreferred Shares
outstanding at the time, voting as a separate class, will be required to approve
any conversion of the Fund from a closed-end to an open-end investment company
and (2) the affirmative vote of the holders of at least two-thirds of the
outstanding MuniPreferred Shares, voting as a separate class, shall be required
to approve any plan of reorganization (as such term is used in the 1940 Act)
adversely affecting such shares, provided however, that such separate class vote
shall be a majority vote if the action in question has previously been approved,
adopted or authorized by the affirmative vote of two-thirds of the total number
of Trustees fixed in accordance with the Declaration or the By-laws. The
affirmative vote of the holders of a majority of the outstanding MuniPreferred
Shares, voting as a separate class, shall be required to approve any action not
described in the preceding sentence requiring a vote of security holders under
Section 13(a) of the 1940 Act including, among other things, changes in a Fund's
investment objectives or changes in the investment restrictions described as
fundamental policies under "Investment Objectives and Policies--Investment
Restrictions." The class or series vote of holders of MuniPreferred Shares
described

                                       32
<PAGE>


above shall in each case be in addition to any separate vote of the
requisite percentage of Common Shares and MuniPreferred Shares necessary to
authorize the action in question.

     The foregoing voting provisions will not apply with respect to the Fund's
MuniPreferred Shares if, at or prior to the time when a vote is required, such
shares shall have been (1) redeemed or (2) called for redemption and sufficient
funds shall have been deposited in trust to effect such redemption.

     Redemption, Purchase and Sale of MuniPreferred Shares by the Fund. The
terms of the MuniPreferred Shares may provide that they are redeemable at
certain times, in whole or in part, at the original purchase price per share
plus accumulated dividends, that the Fund may tender for or purchase
MuniPreferred Shares and that the Fund may subsequently resell any shares so
tendered for or purchased. Any redemption or purchase of MuniPreferred Shares by
the Fund will reduce the leverage applicable to Common Shares, while any resale
of shares by the Fund will increase such leverage.

     The discussion above describes the Fund's Board of Trustees' present
intention with respect to a possible offering of MuniPreferred Shares.  If the
Board of Trustees determines to authorize such an offering, the terms of the
MuniPreferred Shares may be the same as, or different from, the terms described
above, subject to applicable law and the Fund's Declaration.

                 CERTAIN PROVISIONS IN THE DECLARATION OF TRUST

     Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. However, the
Declaration contains an express disclaimer of shareholder liability for debts or
obligations of the Fund and requires that notice of such limited liability be
given in each agreement, obligation or instrument entered into or executed by
the Fund or the trustees. The Declaration further provides for indemnification
out of the assets and property of the Fund for all loss and expense of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be unable to meet
its obligations. The Fund believes that the likelihood of such circumstances is
very remote.

     The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund. Specifically, the
Declaration requires a vote by holders of at least two-thirds of the Common
Shares and MuniPreferred Shares, voting together as a single class, except as
described below, to authorize (1) a conversion of the Fund from a closed-end to
an open-end investment company, (2) a merger or consolidation of the Fund, or a
series or class of the Fund, with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Fund, or a series or
class of the Fund, (3) a sale, lease or transfer of all or substantially all of
the Fund's assets (other than in the regular course of the Fund's investment
activities), (4) in certain circumstances, a termination of the Fund, or a
series or class of the Fund or (5) removal of trustees, and then only for cause,
unless, with respect to (1) through (4), such transaction has already been
authorized by the affirmative vote of two-thirds of the total number of trustees
fixed in accordance with the Declaration or the By-laws, in which case the
affirmative vote of the holders of at least a majority of the Fund's Common
Shares and MuniPreferred Shares

                                      33
<PAGE>


outstanding at the time, voting together as a single class, is required,
provided, however, that where only a particular class or series is affected (or,
in the case of removing a trustee, when the trustee has been elected by only one
class), only the required vote by the applicable class or series will be
required. Approval of shareholders is not required, however, for any
transaction, whether deemed a merger, consolidation, reorganization or otherwise
whereby the Fund issues shares in connection with the acquisition of assets
(including those subject to liabilities) from any other investment company or
similar entity. None of the foregoing provisions may be amended except by the
vote of at least two-thirds of the Common Shares and MuniPreferred Shares,
voting together as a single class. In the case of the conversion of the Fund to
an open-end investment company, or in the case of any of the foregoing
transactions constituting a plan of reorganization which adversely affects the
holders of MuniPreferred Shares, the action in question will also require the
affirmative vote of the holders of at least two-thirds of the Fund's
MuniPreferred Shares outstanding at the time, voting as a separate class, or, if
such action has been authorized by the affirmative vote of two-thirds of the
total number of trustees fixed in accordance with the Declaration or the By-
laws, the affirmative vote of the holders of at least a majority of the Fund's
MuniPreferred Shares outstanding at the time, voting as a separate class. The
votes required to approve the conversion of the Fund from a closed-end to an
open-end investment company or to approve transactions constituting a plan of
reorganization which adversely affects the holders of MuniPreferred Shares are
higher than those required by the 1940 Act. The Board of Trustees believes that
the provisions of the Declaration relating to such higher votes are in the best
interest of the Fund and its shareholders.

     The provisions of the Declaration described above could have the effect of
depriving the Common Shareholders of opportunities to sell their Common Shares
at a premium over market value by discouraging a third party from seeking to
obtain control of the Fund in a tender offer or similar transaction. The overall
effect of these provisions is to render more difficult the accomplishment of a
merger or the assumption of control by a third party. They provide, however, the
advantage of potentially requiring persons seeking control of a Fund to
negotiate with its management regarding the price to be paid and facilitating
the continuity of the Fund's investment objectives and policies. The Board of
Trustees of the Fund has considered the foregoing anti-takeover provisions and
concluded that they are in the best interests of the Fund and its Common
Shareholders.

     Reference should be made to the Declaration on file with the Securities and
Exchange Commission for the full text of these provisions.

     The Declaration provides that the obligations of the Fund are not binding
upon the trustees of the Fund individually, but only upon the assets and
property of the Fund, and that the trustees shall not be liable for errors of
judgment or mistakes of fact or law. Nothing in the Declaration, however,
protects a trustee against any liability to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

             REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND

     The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares.  Instead, the
Fund's Common Shares will trade in the open market at a price that will be a
function of several factors, including dividend levels (which are in turn
affected by expenses), net asset value, call protection, price, dividend
stability, relative demand for and supply of such shares in the market, general
market and economic

                                       34
<PAGE>


conditions and other factors. Because shares of a closed-end investment company
may frequently trade at prices lower than net asset value, the Fund's Board of
Trustees has currently determined that, at least annually, it will consider
action that might be taken to reduce or eliminate any material discount from net
asset value in respect of Common Shares, which may include the repurchase of
such shares in the open market or in private transactions, the making of a
tender offer for such shares at net asset value, or the conversion of the Fund
to an open-end investment company. There can be no assurance, however, that the
Board of Trustees will decide to take any of these actions, or that share
repurchases or tender offers, if undertaken, will reduce market discount.

     Notwithstanding the foregoing, at any time when the Fund's MuniPreferred
Shares are outstanding, the Fund may not purchase, redeem or otherwise acquire
any of its Common Shares unless (1) all accrued MuniPreferred Shares dividends
have been paid and (2) at the time of such purchase, redemption or acquisition,
the net asset value of the Fund's portfolio (determined after deducting the
acquisition price of the Common Shares) is at least 200% of the liquidation
value of the outstanding MuniPreferred Shares (expected to equal the original
purchase price per share plus any accrued and unpaid dividends thereon). The
staff of the Securities and Exchange Commission currently requires that any
tender offer made by a closed-end investment company for its shares must be at a
price equal to the net asset value of such shares on the close of business on
the last day of the tender offer. Any service fees incurred in connection with
any tender offer made by the Fund will be borne by the Fund and will not reduce
the stated consideration to be paid to tendering shareholders.

     Subject to its investment limitations, the Fund may borrow to finance the
repurchase of shares or to make a tender offer.  Interest on any borrowings to
finance share repurchase transactions or the accumulation of cash by the Fund in
anticipation of share repurchases or tenders will reduce the Fund's net income.
Any share repurchase, tender offer or borrowing that might be approved by the
Board of Trustees would have to comply with the Securities Exchange Act of 1934,
as amended, and the 1940 Act and the rules and regulations thereunder.

     Although the decision to take action in response to a discount from net
asset value will be made by the Board of the Fund at the time it considers such
issue, it is the Board's present policy, which may be changed by the Board, not
to authorize repurchases of Common Shares or a tender offer for such shares if
(1) such transactions, if consummated, would (a) result in the delisting of the
Common Shares from the American Stock Exchange, or (b) impair the Fund's status
as a regulated investment company under the Code (which would make the Fund a
taxable entity, causing the Fund's income to be taxed at the corporate level in
addition to the taxation of shareholders who receive dividends from the Fund) or
as a registered closed-end investment company under the 1940 Act; (2) the Fund
would not be able to liquidate portfolio securities in an orderly manner and
consistent with the Fund's investment objectives and policies in order to
repurchase shares; or (3) there is, in the Board's judgment, any (a) material
legal action or proceeding instituted or threatened challenging such
transactions or otherwise materially adversely affecting the Fund, (b) general
suspension of or limitation on prices for trading securities on the American
Stock Exchange, (c) declaration of a banking moratorium by Federal or state
authorities or any suspension of payment by United States or state banks in
which the Fund invests, (d) material limitation affecting the Fund or the
issuers of its portfolio securities by Federal or state authorities on the
extension of credit by lending institutions or on the exchange of

                                       35
<PAGE>


foreign currency, (e) commencement of war, armed hostilities or other
international or national calamity directly or indirectly involving the United
States, or (f) other event or condition which would have a material adverse
effect (including any adverse tax effect) on the Fund or its shareholders if
shares were repurchased. The Board of Trustees of the Fund may in the future
modify these conditions in light of experience.

     Conversion to an open-end company would require the approval of the holders
of at least two-thirds of the Fund's Common Shares and MuniPreferred Shares
outstanding at the time, voting together as a single class, and of the holders
of at least two-thirds of the Fund's MuniPreferred Shares outstanding at the
time, voting as a separate class, provided however, that such separate class
vote shall be a majority vote if the action in question has previously been
approved, adopted or authorized by the affirmative vote of two-thirds of the
total number of trustees fixed in accordance with the Declaration or By-laws.
See the Prospectus under "Description of Shares--Certain Provisions in the
Declaration of Trust" for a discussion of voting requirements applicable to
conversion of the Fund to an open-end company. If the Fund converted to an open-
end company, it would be required to redeem all MuniPreferred Shares then
outstanding, and the Fund's Common Shares would no longer be listed on the
American Stock Exchange. Shareholders of an open-end investment company may
require the company to redeem their shares on any business day (except in
certain circumstances as authorized by or under the 1940 Act) at their net asset
value, less such redemption charge, if any, as might be in effect at the time of
redemption. In order to avoid maintaining large cash positions or liquidating
favorable investments to meet redemptions, open-end companies typically engage
in a continuous offering of their shares. Open-end companies are thus subject to
periodic asset in-flows and out-flows that can complicate portfolio management.
The Board of Trustees of the Fund may at any time propose conversion of the Fund
to an open-end company depending upon their judgment as to the advisability of
such action in light of circumstances then prevailing.

     The repurchase by the Fund of its shares at prices below net asset value
will result in an increase in the net asset value of those shares that remain
outstanding. However, there can be no assurance that share repurchases or
tenders at or below net asset value will result in the Fund's shares trading at
a price equal to their net asset value. Nevertheless, the fact that the Fund's
shares may be the subject of repurchase or tender offers at net asset value from
time to time, or that the Fund may be converted to an open-end company, may
reduce any spread between market price and net asset value that might otherwise
exist.

     In addition, a purchase by the Fund of its Common Shares will decrease the
Fund's total assets which would likely have the effect of increasing the Fund's
expense ratio.  Any purchase by the Fund of its Common Shares at a time when
MuniPreferred Shares are outstanding will increase the leverage applicable to
the outstanding Common Shares then remaining.  See the Fund's Prospectus under
"Risks--Concentration Risk" and "Risks--Leverage Risk."

     Before deciding whether to take any action if the Fund's Common Shares
trade below net asset value, the Board of the Fund would consider all relevant
factors, including the extent and duration of the discount, the liquidity of the
Fund's portfolio, the impact of any action that might be taken on the Fund or
its shareholders and market considerations. Based on these considerations, even
if the Fund's shares should trade at a discount, the Board of Trustees may
determine that, in the interest of the Fund and its shareholders, no action
should be taken.

                                       36
<PAGE>

                                  TAX MATTERS

Federal Income Tax Matters

     The following discussion of federal income tax matters is based upon the
advice of Bell, Boyd & Lloyd LLC, special counsel to the Fund.

     The Fund intends to qualify under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), for tax treatment as a regulated investment
company and to satisfy certain conditions which will enable interest from
municipal obligations, which is exempt from regular federal income taxes in the
hands of the Fund, to qualify as "exempt-interest dividends" when distributed to
the Fund's shareholders. In order to qualify for tax treatment as a regulated
investment company, the Fund must satisfy certain requirements relating to the
source of its income, diversification of its assets, and distributions of its
income to shareholders. First, the Fund must derive at least 90% of its annual
gross income (including tax-exempt interest) from dividends, interest, payments
with respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies, or other income (including but not
limited to gains from options, futures and forward contracts) derived with
respect to its business of investing in such stock, securities or currencies
(the "90% gross income test"). Second, the Fund must diversify its holdings so
that, at the close of each quarter of its taxable year, (i) at least 50% of the
value of its total assets is comprised of cash, cash items, United States
Government securities, securities of other regulated investment companies and
other securities limited in respect of any one issuer to an amount not greater
in value than 5% of the value of the Fund's total assets and to not more than
10% of the outstanding voting securities of such issuer, and (ii) not more than
25% of the value of its total assets is invested in the securities of any one
issuer (other than United States Government securities and securities of other
regulated investment companies) or two or more issuers controlled by the Fund
and engaged in the same, similar or related trades or businesses.

     As a regulated investment company, the Fund will not be subject to federal
income tax in any taxable year with respect to "net investment income" (i.e.,
its "investment company taxable income," as that term is defined in the Code,
determined without reference to the deduction for dividends paid) and "net
capital gain" (i.e., the excess of the Fund's net long-term capital gain over
its net short-term capital loss), provided that it distributes at least 90% of
the sum of (i) its investment company taxable income (which includes dividends,
taxable interest, taxable original issue discount and market discount income,
income from securities lending, net short-term capital gain in excess of long-
term capital loss, and any other taxable income other than net capital gain and
is reduced by deductible expenses) and (ii) its net tax-exempt interest (the
excess of its gross tax-exempt interest income over certain disallowed
deductions). The Fund may retain for investment its net capital gain. However,
if a Fund retains any net capital gain or any investment company taxable income,
it will be subject to tax at regular corporate rates on the amount retained. If
the Fund retains any net capital gain, it may designate the retained amount as
undistributed capital gains in a notice to its shareholders who, if subject to
federal income tax on long-term capital gains, (i) will be required to include
in income for federal income tax purposes, as long-term capital gain, their
share of such undistributed amount, and (ii) will be entitled to credit their
proportionate shares of the tax paid by the Fund on such undistributed amount
against their federal income tax liabilities, if any, and to claim refunds to
the extent the credit exceeds such liabilities. For federal income tax purposes,
the tax basis of shares owned by a shareholder of the Fund will be increased by
an amount equal under current law to the difference between the amount of
undistributed capital gains included in the shareholder's gross income and the
tax deemed paid by the shareholder under clause (ii) of the preceding sentence.
The

                                       37

<PAGE>


Fund intends to distribute at least annually to its shareholders all or
substantially all of its net tax-exempt interest and any investment company
taxable income and net capital gain.

     Treasury regulations permit a regulated investment company, in determining
its investment company taxable income and net capital gain, to elect (unless it
has made a taxable year election for excise tax purposes as discussed below) to
treat all or part of any net capital loss, any net long-term capital loss or any
net foreign currency loss incurred after October 31 as if it had been incurred
in the succeeding year.

     The Fund intends to qualify to pay "exempt-interest dividends" by
satisfying the requirement that at the close of each quarter of the Fund's
taxable year at least 50% of the value of its total assets consist of tax-exempt
municipal obligations. Distributions from the Fund will constitute exempt-
interest dividends to the extent of its tax-exempt interest income (net of
expenses and amortized bond premium). Exempt-interest dividends distributed to
Common Shareholders are excluded from gross income for federal income tax
purposes, although they are required to be reported on the Common Shareholders'
federal income tax returns. Gain from the sale or redemption of Common Shares,
however, will be taxable to the Common Shareholders as capital gain (provided
such Common Shares were held as capital assets) even though the increase in
value of such Common Shares is attributable to tax-exempt interest income. In
addition, gain realized by the Fund from the disposition of a tax-exempt
municipal obligation that was purchased at a price less than the principal
amount of the bond will be taxable to the Fund's shareholders as ordinary income
to the extent of accrued market discount. Under the Code, interest on
indebtedness incurred or continued to purchase or carry Common Shares, which
interest is deemed to relate to exempt-interest dividends, will not be
deductible by Common Shareholders for federal income tax purposes. Moreover,
while exempt-interest dividends are excluded from gross income for federal
income tax purposes, they may be subject to alternative minimum tax ("AMT") and
may have other collateral tax consequences. Taxpayers that may be subject to the
AMT should consult their advisers before investing in Common Shares.

     Distributions by the Fund of net interest received from certain taxable
temporary investments (such as certificates of deposit, commercial paper and
obligations of the U.S. Government, its agencies and instrumentalities) and net
short-term capital gain realized by the Fund, if any, will be taxable to Common
Shareholders as ordinary income whether received in cash or additional shares.
Any net long-term capital gain realized by the Fund and distributed to Common
Shareholders in cash or additional shares will be taxable to Common Shareholders
as long-term capital gain regardless of the length of time investors have owned
shares of the Fund. Distributions by the Fund to Common Shareholders that do not
constitute ordinary income dividends or capital gain dividends will be treated
as a return of capital to the extent of (and in reduction of) the Common
Shareholder's tax basis in his or her shares. Any excess will be treated as gain
from the sale of his or her shares, as discussed below.

     If the Fund engages in hedging transactions involving financial futures and
options, these transactions will be subject to special tax rules, the effect of
which may be to accelerate income to the Fund, defer the Fund's losses, cause
adjustments in the holding periods of the Fund's securities, convert long-term
capital gains into short-term capital gains and convert short-term capital
losses into long-term capital losses.  These rules could therefore affect the
amount, timing and character of distributions to Common Shareholders.

     Prior to purchasing shares in the Fund, an investor should carefully
consider the impact of dividends or distributions which are expected to be or
have been declared, but not paid. Any dividend or distribution declared shortly
after a purchase of such shares prior to the record date will have the effect of
reducing the per share net asset value by the per share amount of the dividend
or distribution.

     Although dividends generally will be treated as distributed when paid,
dividends declared in October, November or December, payable to shareholders of
record on a specified date in one of those months and paid during the following
January, will be treated as having been distributed by the Fund (and received by
the shareholders) on December 31.

     The redemption or exchange of Common Shares normally will result in capital
gain or loss to the Common Shareholders who hold their Common Shares as capital
assets. However, any loss on the sale or exchange of a Common Share that has
been held for six months or less will be disallowed to the extent of any
distribution of exempt-interest dividends received with respect to such Common
Share. Generally, a Common Shareholder's gain or loss will be long-term gain or
loss if the shares have been held for more than one year. If a shareholder sells
or otherwise disposes of Common Shares before holding them for more than six
months, however, any loss on the sale or other disposition of such Common Shares
shall be treated as a long-term capital loss to the extent of any capital gain
dividends received by the Common Shareholder (or credited to the Common
Shareholder as an undistributed capital gain) with respect to such Common
Shares. Present law taxes both long- and short-term capital gains of
corporations at the rates applicable to ordinary income. For non-corporate
taxpayers, however, net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) with respect to securities will be taxed
at a maximum rate of 20%, while short-term capital gain and other ordinary
income will be taxed at a maximum

                                      38
<PAGE>

rate of 39.6%. The maximum long-term capital gain rate will decrease from 20%
to 18% for capital assets that have been held for more than five years and whose
holding periods begin after December 31, 2000. Because of the limitations on
itemized deductions and the deduction for personal exemptions applicable to
higher income taxpayers, the effective tax rate may be higher in certain
circumstances.

     All or a portion of a sales charge paid in purchasing Common Shares cannot
be taken into account for purposes of determining gain or loss on the redemption
or exchange of such shares within 90 days after their purchase to the extent
shares of the Fund or another fund are subsequently acquired without payment of
a sales charge pursuant to a reinvestment right. Any disregarded portion of such
charge will result in an increase in the Common Shareholder's tax basis in the
shares subsequently acquired. In addition, no loss will be allowed on the
redemption or exchange of Common Shares if the Common Shareholder purchases
other shares of the Fund (whether through reinvestment of distributions or
otherwise) or the Common Shareholder acquires or enters into a contract or
option to acquire securities that are substantially identical to shares of the
Fund within a period of 61 days beginning 30 days before and ending 30 days
after such redemption or exchange. If disallowed, the loss will be reflected in
an adjustment to the basis of the shares acquired.

     In order to avoid a 4% federal excise tax, the Fund must distribute or be
deemed to have distributed by December 31 of each calendar year at least 98% of
its taxable ordinary income for such year, at least 98% of its capital gain net
income (the excess of its realized capital gains over its realized capital
losses, generally computed on the basis of the one-year period ending on October
31 of such year) and 100% of any taxable ordinary income and any excess of
realized capital gains over realized capital losses for the prior year that was
not distributed during such year and on which the Fund paid no federal income
tax. For purposes of the excise tax, a regulated investment company may reduce
its capital gain net income (but not below its net capital gain) by the amount
of any net ordinary loss for the calendar year. The Fund intends to make timely
distributions in compliance with these requirements and consequently it is
anticipated that it generally will not be required to pay the excise tax.

     If in any year the Fund should fail to qualify under Subchapter M for tax
treatment as a regulated investment company, the Fund would incur a regular
corporate federal income tax upon its income for that year, and distributions to
its Common Shareholders would be taxable to Common Shareholders as ordinary
dividend income for federal income tax purposes to the extent of the Fund's
earnings and profits.

     The Fund is required in certain circumstances to withhold 31% of taxable
dividends and certain other payments paid to non-corporate holders of shares who
have not furnished to the Fund their correct taxpayer identification numbers (in
the case of individuals, their Social Security number) and certain
certifications, or who are otherwise subject to backup withholding. Backup
withholding is not an additional tax and any amounts withheld may be credited
against the shareholder's federal income tax liability.

     The foregoing is a general and abbreviated summary of the provisions of the
Code and Treasury Regulations presently in effect as they directly govern the
taxation of the Fund and its Common Shareholders.  For complete provisions,
reference should be made to the pertinent Code sections and Treasury
Regulations.  The Code and Treasury Regulations are subject to change by
legislative or administrative action, and any such change may be retroactive
with respect to Fund transactions.  Common Shareholders are advised to consult
their own tax

                                       39
<PAGE>

advisors for more detailed information concerning the federal taxation of the
Fund and the income tax consequences to its Common Shareholders.

State Tax Matters

     Tax matters pertaining to Maryland are set forth in Appendix D-1.

                PERFORMANCE RELATED AND COMPARATIVE INFORMATION

     The Fund may be a suitable investment for a shareholder who is thinking of
adding bond investments to his portfolio to balance the appreciated stocks that
the shareholder is holding. Maryland municipal bonds can provide double tax-free
income (exempt from both regular federal and state income taxes) for residents
of Maryland. Because the Fund expects that a substantial portion of its
investments will pay interest that is taxable under the federal alternative
minimum tax, the Fund may not be a suitable investment for shareholders that are
subject to the federal alternative minimum tax.

     The Fund may quote certain performance-related information and may compare
certain aspects of its portfolio and structure to other substantially similar
closed-end funds as categorized by Lipper, Inc. ("Lipper"), Morningstar Inc. or
other independent services. Comparison of the Fund to an alternative investment
should be made with consideration of differences in features and expected
performance. The Fund may obtain data from sources or reporting services, such
as Bloomberg Financial ("Bloomberg") and Lipper, that the Fund believes to be
generally accurate.

     Past performance is not indicative of future results.  At the time Common
Shareholders sell their shares, they may be worth more or less than their
original investment.

     See Appendix E for additional performance related and comparative
information.

                                       40
<PAGE>


                                    EXPERTS


     The Statement of Net Assets of the Fund as of January 3, 2001 appearing in
this Statement of Additional Information has been audited by Ernst & Young LLP,
223 South Wacker Drive, Chicago, Illinois 60606, independent auditors, as set
forth in their report thereon appearing elsewhere herein, and is included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing. Ernst & Young LLP provides accounting and auditing
services to the Fund.


                                   CUSTODIAN

     The custodian of the assets of the Fund is The Chase Manhattan Bank, 4 New
York Plaza, New York, NY 10004-2413. The custodian performs custodial, fund
accounting and portfolio accounting services.

                            ADDITIONAL INFORMATION

     Registration Statements on Form N-2, including amendments thereto, relating
to the shares of the Fund offered hereby, have been filed by the Fund with the
Securities and Exchange Commission (the "Commission"), Washington, D.C. The
Fund's Prospectus and this Statement of Additional Information do not contain
all of the information set forth in the Registration Statements, including any
exhibits and schedules thereto. For further information with respect to the Fund
and the shares offered hereby, reference is made to the Fund's Registration
Statement. Statements contained in the Fund's Prospectus and this Statement of
Additional Information as to the contents of any contract or other document
referred to are not

                                       41
<PAGE>

necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statements,
each such statement being qualified in all respects by such reference. Copies of
the Registration Statements may be inspected without charge at the Commission's
principal office in Washington, D.C., and copies of all or any part thereof may
be obtained from the Commission upon the payment of certain fees prescribed by
the Commission.

                                       42
<PAGE>






                        REPORT OF INDEPENDENT AUDITORS

The Board of Trustees and Shareholder
Nuveen Maryland Dividend Advantage Municipal Fund

We have audited the statement of net assets as of January 3, 2001 and the
related statement of operations for the period from June 1, 1999 (date of
organization) through January 3, 2001 for the Nuveen Maryland Dividend Advantage
Municipal Fund (the "Fund"). These financial statements are the responsibility
of the Fund's management. Our responsibility is to express an opinion on these
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of the Fund at January 3, 2001,
and operating results for the period from June 1, 1999 (date of organization)
through January 3, 2001, in conformity with accounting principles generally
accepted in the United States.

                                       ERNST & YOUNG LLP

Chicago, Illinois
January 4, 2001

                                      43
<PAGE>


                NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND
                             FINANCIAL STATEMENTS

                Nuveen Maryland Dividend Advantage Municipal Fund
                            Statement of Net Assets
                                January 3, 2001



Assets:

   Cash.....................................................  $  100,275
   Offering costs...........................................     115,700
   Receivable from adviser..................................      15,000
                                                              ----------
     Total assets...........................................     230,975
                                                              ----------
Liabilities:
   Accrued expenses.........................................     115,700
   Payable for organization costs...........................      15,000
                                                              ----------
     Total liabilities......................................     130,700
                                                              ----------

Net assets..................................................  $  100,275
                                                              ==========

Net asset value per Common share outstanding
  ($100,275 divided by 7,000 Common Shares outstanding).....  $   14.325
                                                              ==========

Net Assets Represent:
   Cumulative Preferred shares, $25,000 liquidation
     value; unlimited number of shares authorized, no
     shares outstanding.....................................  $        -
   Common shares, $.01 par value; unlimited number
     of shares authorized, 7,000 shares outstanding.........          70
   Paid-in surplus..........................................     100,205
                                                              ----------
                                                              $  100,275
                                                              ==========

                                      44
<PAGE>


                 Nuveen Maryland Dividend Advantage Municipal Fund
                             Statement of Operations
     Period from June 1, 1999 (date of organization) through January 3, 2001


Investment income............................................    $       -
                                                                 ---------

Expenses:
   Organization costs........................................    $  15,000
   Expense reimbursement.....................................      (15,000)
                                                                 ---------
         Total expenses......................................            -
                                                                 ---------

Net investment income........................................    $       -
                                                                 =========

Note 1: Organization

The Fund was organized as a Massachusetts business trust on June 1, 1999, and
has been inactive since that date except for matters relating to its
organization and registration as a closed-end management investment company
under the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended, and the sale of 7,000 Common shares to Nuveen Advisory Corp.,
the Fund's investment adviser (the "Adviser"), a wholly owned subsidiary of The
John Nuveen Company.

Nuveen Investments, also a wholly owned subsidiary of The John Nuveen Company,
has agreed to reimburse all organization expenses (approximately $15,000) and
pay all offering costs (other than the sales load) that exceed $.03 per Common
share.

The Fund is authorized by its Declaration of Trust to issue Preferred shares
having a liquidation value of $25,000 per share in one or more classes or
series, with dividend, liquidation preference and other rights as determined by
the Fund's Board of Trustees without approval of the Common shareholders.


Note 2: Accounting Policies

The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the use of
management estimates. Actual results may differ from those estimates.


Note 3:  Investment Management Agreement

Pursuant to an investment management agreement between the Adviser and the Fund,
the Fund has agreed to pay a management fee, payable on a monthly basis, at an
annual rate ranging from 0.6500% of the first $125 million of the average daily
net assets (including net assets attributable to MuniPreferred Shares) to
0.5750% of the average daily net assets (including net assets attributable to
MuniPreferred Shares) in excess of $2 billion.

                                      45

<PAGE>


In addition to the reimbursement and waiver of organization and offering costs
discussed in Note 1, the Adviser has contractually agreed to reimburse the Fund
for fees and expenses during the first 10 years of operations. These reductions
range from 0.3000% of the average daily net assets (including net assets
attributable to MuniPreferred Shares) during the first year of operations,
declining to 0.0500% of the average daily net assets (including net assets
attributable to MuniPreferred Shares) during the tenth year. The Adviser has not
agreed to reimburse the Fund for any portion of its fees and expenses beyond
January 31, 2011.


Note 4: Income Taxes

The Fund intends to comply with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its tax-
exempt net investment income, in addition to any significant amounts of net
realized capital gains and/or market discount realized from investment
transactions.

                                      46

<PAGE>

                                   APPENDIX A

Ratings of Investments

Standard & Poor's Corporation--A brief description of the applicable Standard &
Poor's Corporation ("S&P") rating symbols and their meanings (as published by
S&P) follows:

A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program. It
takes into consideration the creditworthiness of guarantors, insurers, or other
forms of credit enhancement on the obligation. The issue credit rating is not a
recommendation to purchase, sell, or hold a financial obligation, inasmuch as it
does not comment as to market price or suitability for a particular investor.

Issue credit ratings are based on current information furnished by the obligors
or obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any credit rating
and may, on occasion, rely on unaudited financial information. Credit ratings
may be changed, suspended, or withdrawn as a result of changes in, or
unavailability of, such information, or based on other circumstances.

Issue credit ratings can be either long term or short term. Short-term ratings
are generally assigned to those obligations considered short term in the
relevant market. In the U.S., for example, that means obligations with an
original maturity of no more than 365 days - including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
rating, in which the short-term ratings address the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.

Long-term Issue Credit Ratings

Issue credit ratings are based in varying degrees, on the following
considerations:

      1.  Likelihood of payment - capacity and willingness of the obligor
          to meet its financial commitment on an obligation in accordance
          with the terms of the obligation;
      2.  Nature of and provisions of the obligation; and
      3.  Protection afforded by, and relative position of, the obligation
          in the event of bankruptcy, reorganization, or other arrangement
          under the laws of bankruptcy and other laws affecting creditors'
          rights.

The issue ratings definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above.

AAA
An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial

                                    A-1





<PAGE>

     commitment on the obligation is extremely strong.

     AA

     An obligation rated `AA' differs from the highest-rated obligations only in
     small degree. The obligor's capacity to meet its financial commitment on
     the obligation is very strong.

     A

     An obligation rated `A' is somewhat more susceptible to the adverse effects
     of changes in circumstances and economic conditions than obligations in
     higher-rated categories. However, the obligor's capacity to meet it
     financial commitment on the obligation is still strong.

     BBB

     An obligation rated `BBB' exhibits adequate protection parameters. However,
     adverse economic conditions or changing circumstances are more likely to
     lead to a weakened capacity of the obligor to meet its financial commitment
     on the obligation.

     BB, B, CCC, CC, And C

     Obligations rated `BB', `B', `CCC', `CC', and `C' are regarded as having
     significant speculative characteristics. `BB' indicates the least degree of
     speculation and `C' the highest. While such obligations will likely have
     some quality and protective characteristics, these may be outweighed by
     large uncertainties or major exposures to adverse conditions.

     BB

     An obligation rated `BB' is less vulnerable to nonpayment than other
     speculative issues. However, it faces major ongoing uncertainties or
     exposure to adverse business, financial, or economic conditions, which
     could lead to the obligor's inadequate capacity to meet its financial
     commitment on the obligation.

     B

     An obligation rated `B' is more vulnerable to nonpayment than obligations
     rated `BB', but the obligor currently has the capacity to meet its
     financial commitment on the obligation. Adverse business, financial, or
     economic conditions will likely impair the obligor's capacity or
     willingness to meet its financial commitment on the obligation.

     CCC

     An obligation rated `CCC' is currently vulnerable to nonpayment and is
     dependent upon favorable business, financial, and economic conditions for
     the obligor to meet its financial commitment on the obligation. In the
     event of adverse business, financial, or economic conditions, the obligor
     is not likely to have the capacity to meet its financial commitment on the
     obligation.

     CC

     An obligation rated `CC' is currently highly vulnerable to nonpayment.

     C

                                 A-2

<PAGE>

The `C' rating may be used to cover a situation where a bankruptcy petition has
been filed or similar action has been taken, but payments on this obligation are
being continued.

D

An obligation rated `D' is in payment default. The `D' rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The `D' rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

Plus (+) or minus (-)  The ratings from `AA' to `CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

c    The `c' subscript is used to provide additional information to investors
     that the bank may terminate its obligation to purchase tendered bonds if
     the long-term credit rating of the issuer is below an investment-grade
     level and/or the issuer's bonds are deemed taxable.

p    The letter `p' indicates that the rating is provisional. A provisional
     rating assumes the successful completion of the project financed by the
     debt being rated and indicates that payment of debt service requirements is
     largely or entirely dependent upon the successful, timely completion of the
     project. This rating, however, while addressing credit quality subsequent
     to completion of the project, makes no comment on the likelihood of or the
     risk of default upon failure of such completion. The investor should
     exercise his own judgment with respect to such likelihood and risk.

*    Continuance of the ratings is contingent upon Standard & Poor's receipt of
     an executed copy of the escrow agreement or closing documentation
     confirming investments and cash flows.

r    The `r' highlights derivative, hybrid, and certain other obligations that
     Standard & Poor's believes may experience high volatility or high
     variability in expected returns as a result of noncredit risks. Examples of
     such obligations are securities with principal or interest return indexed
     to equities, commodities, or currencies; certain swaps and options; and
     interest-only and principal-only mortgage securities. The absence of an `r'
     symbol should not be taken as an indication that an obligation will exhibit
     no volatility or variability in total return.

N.R. Not rated.

     Debt obligations of issuers outside the United States and its territories
     are rated on the same basis as domestic corporate and municipal issues. The
     ratings measure the creditworthiness of the obligor but do not take into
     account currency exchange and related uncertainties.

Bond Investment Quality Standards Under present commercial bank regulations
issued by the Comptroller of the Currency, bonds rated in the top four
categories (`AAA', `AA', `BBB', commonly known as investment-grade ratings)
generally are regarded as eligible for bank investment. Also, the laws of
various states governing legal investments impose certain rating or other
standards for obligations eligible for investment by savings banks, trust
companies, insurance companies, and fiduciaries in general.

Short-Term Issue Credit Ratings

Notes

A Standard & Poor's note ratings reflects the liquidity factors and market
access risks unique to notes. Notes due in three years or less will likely
receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in making
that assessment:

     .  Amortization schedule -- the larger the final maturity relative to other
        maturities, the more likely it will be treated as a note; and

     .  Source of payment -- the more dependent the issue is on the market for
        its refinancing, the more likely it will be treated as a note.

Note rating symbols are as follows:

SP-1 Strong capacity to pay principal and interest. An issue determined to
     possess a very strong capacity to pay debt service is given a plus (+)
     designation.

SP-2 Satisfactory capacity to pay principal and interest, with some
     vulnerability to adverse financial and economic changes over the term of
     the notes.

SP-3 Speculative capacity to pay principal and interest.

                                      A-3
<PAGE>

A note rating is not a recommendation to purchase, sell, or hold a security
inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.

Commercial Paper

An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.

Ratings are graded into several categories, ranging from `A-1' for the highest
quality obligations to `D' for the lowest. These categories are as follows:

A-1  A short-term obligation rated `A-1' is rated in the highest category by
     Standard & Poor's. The obligor's capacity to meet its financial commitment
     on the obligation is strong. Within this category, certain obligations are
     designated with a plus sign (+). This indicates that the obligor's capacity
     to meet its financial commitment on these obligations is extremely strong.

A-2  A short-term obligation rated `A-2' is somewhat more susceptible to the
     adverse effects of changes in circumstances and economic conditions than
     obligations in higher rating categories. However, the obligor's capacity to
     meet its financial commitment on the obligation is satisfactory.

A-3  A short-term obligation rated `A-3' exhibits adequate protection
     parameters. However, adverse economic conditions or changing circumstances
     are more likely to lead to a weakened capacity of the obligor to meet its
     financial commitment on the obligation.

B    A short-term obligation rated `B' is regarded as having significant
     speculative characteristics. The obligor currently has the capacity to meet
     its financial commitment on the obligation; however, it faces major ongoing
     uncertainties which could lead to the obligor's inadequate capacity to meet
     its financial commitment on the obligation.

C    A short-term obligation rated `C' is currently vulnerable to nonpayment and
     is dependent upon favorable business, financial, and economic conditions
     for the obligor to meet its financial commitment on the obligation.

D    A short-term obligation rated `D' is in payment default. The `D' rating
     category is used when payments on an obligation are not made on the date
     due even if the applicable grace period has not expired, unless Standard &
     Poor's believes that such payments will be made during such grace period.
     The `D' rating also will be used upon the filing of a bankruptcy petition
     or the taking of a similar action if payments on an obligation are
     jeopardized.

A commercial rating is not a recommendation to purchase, sell, or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended, or withdrawn as a result of changes in or unavailability of such
information or based on other circumstances.

                                      A-4
<PAGE>

Moody's Investors Service, Inc.--A brief description of the applicable Moody's
Investors Service, Inc. ("Moody's") rating symbols and their meanings (as
published by Moody's) follows:

Municipal Bonds

Aaa  Bonds which are rated `Aaa' are judged to be of the best quality. They
     carry the smallest degree of investment risk and are generally referred to
     as "gilt edged." Interest payments are protected by a large or by an
     exceptionally stable margin and principal is secure. While the various
     protective elements are likely to change, such changes as can be visualized
     are most unlikely to impair the fundamentally strong position of such
     issues.

Aa   Bonds which are rated `Aa' are judged to be of high quality by all
     standards. Together with the `Aaa' group they comprise what are generally
     known as high grade bonds. They are rated lower than the best bonds because
     margins of protection may not be as large as in `Aaa' securities or
     fluctuation of protective elements may be of greater amplitude or there may
     be other elements present which make the long-term risks appear somewhat
     larger than in `Aaa' securities.

A    Bonds which are rated `A' possess many favorable investment attributes and
     are to be considered as upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate, but elements
     may be present which suggest a susceptibility to impairment sometime in the
     future.

Baa  Bonds which are rated `Baa' are considered as medium grade obligations,
     i.e., they are neither highly protected nor poorly secured. Interest
     payments and principal security appear adequate for the present but certain
     protective elements may be lacking or may be characteristically unreliable
     over any great length of time. Such bonds lack outstanding investment
     characteristics and in fact have speculative characteristics as well.

Ba   Bonds which are rated `Ba' are judged to have speculative elements; their
     future cannot be considered as well assured. Often the protection of
     interest and principal payments may be very moderate and thereby not well
     safeguarded during both good and bad times over the future.  Uncertainty of
     position characterizes bonds in this class.

B    Bonds which are rated `B' generally lack characteristics of the desirable
     investment. Assurance of interest and principal payments or of maintenance
     of other terms of the contract over any long period of time may be small.

Caa  Bonds which are rated `Caa' are of poor standing. Such issues may be in
     default or there may be present elements of danger with respect to
     principal or interest.

Ca   Bonds which are rated `Ca' represent obligations which are speculative in a
     high degree. Such issues are often in default or have other marked
     shortcomings.

C    Bonds which are rated `C' are the lowest rated class of bonds, and issues
     so rated can be regarded as having extremely poor prospects of ever
     attaining any real investment standing.

                                      A-5
<PAGE>


Issues that are secured by escrowed funds held in trust, reinvested in direct,
non-callable U.S. government obligations or non-callable obligations
unconditionally guaranteed by the U.S. Government or Resolution Funding
Corporation are identified with a # (hatchmark) symbol, e.g., #Aaa.

Con. (...):  Bonds for which the security depends upon the completion of some
             act or the fulfillment of some condition are rated conditionally.
             These are bonds secured by (a) earnings of projects under
             construction, (b) earnings of projects unseasoned in operation
             experience, (c) rentals which begin when facilities are completed,
             or (d) payments to which some other limiting condition attaches.
             The parenthetical rating denotes probable credit stature upon
             completion of construction or elimination of the basis of the
             condition.

Note:        Moody's applies numerical modifiers 1, 2 and 3 in each generic
             rating classification from Aa through Caa. The modifier 1 indicates
             that the obligation ranks in the higher end of its generic rating
             category; the modifier 2 indicates a mid-range ranking; and the
             modifier 3 indicates a ranking in the lower end of that generic
             rating category.

Short-Term Loans

MIG 1/VMIG 1  This designation denotes superior credit quality. Excellent
              protection is afforded by established cash flows, highly reliable
              liquidity support, or demonstrated broad-based access to the
              market for refinancing.

MIG 2/VMIG 2  This designation denotes strong credit quality. Margins of
              protection are ample, although not as large as in the preceding
              group.

MIG 3/VMIG 3  This designation denotes acceptable credit quality. Liquidity and
              cash-flow protection may be narrow, and market access for
              refinancing is likely to be less well-established.

SG            This designation denotes speculative-grade credit quality. Debt
              instruments in this category may lack sufficient margins of
              protection.

Commercial Paper

Issuers rated Prime-1 (or related supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will normally be evidenced by the following characteristics:

     --  Leading market positions in well-established industries.

     --  High rates of return on funds employed.

     --  Conservative capitalization structures with moderate reliance on debt
         and ample asset protection.

     --  Broad margins in earnings coverage of fixed financial charges and high
         internal cash generation.

                                      A-6
<PAGE>

     --   Well-established access to a range of financial markets and assured
          sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated Prime-3 (or related supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

     Fitch IBCA, Inc.--A brief description of the applicable Fitch IBCA, Inc.
("Fitch") ratings symbols and meanings (as published by Fitch) follows:

Long-Term Credit Ratings

Investment Grade

AAA  Highest credit quality. `AAA' ratings denote the lowest expectation of
     credit risk. They are assigned only in case of exceptionally strong
     capacity for timely payment of financial commitments. This capacity is
     highly unlikely to be adversely affected by foreseeable events.

AA   Very high credit quality. `AA' ratings denote a very low expectation of
     credit risk. They indicate very strong capacity for timely payment of
     financial commitments. This capacity is not significantly vulnerable to
     foreseeable events.

A    High credit quality. `A' ratings denote a low expectation of credit risk.
     The capacity for timely payment of financial commitments is considered
     strong. This capacity may, nevertheless, be more vulnerable to changes in
     circumstances or in economic conditions than is the case for higher
     ratings.

BBB  Good credit quality. `BBB' ratings indicate that there is currently a low
     expectation of credit risk. The capacity for timely payment of financial
     commitments is considered adequate, but adverse changes in circumstances
     and in economic conditions are more likely to impair this capacity. This
     is the lowest investment-grade category.

Speculative Grade

BB   Speculative. `BB' ratings indicate that there is a possibility of credit
     risk developing, particularly as the result of adverse economic change over
     time; however, business or

                                      A-7
<PAGE>


     financial alternatives may be available to allow financial commitments to
     be met. Securities rated in this category are not investment grade.

B    Highly speculative. `B' ratings indicate that significant credit risk is
     present, but a limited margin of safety remains. Financial commitments are
     currently being met; however, capacity for continued payment is contingent
     upon a sustained, favorable business and economic environment.

CCC, CC, C High default risk. Default is a real possibility. Capacity for
     meeting financial commitments is solely reliant upon sustained, favorable
     business or economic developments. A `CC' rating indicates that default of
     some kind appears probable. `C' ratings signal imminent default.

DDD, DD, and D Default. The ratings of obligations in this category are based on
     their prospects for achieving partial or full recovery in a reorganization
     or liquidation of the obligor. While expected recovery values are highly
     speculative and cannot be estimated with any precision, the following serve
     as general guidelines. `DDD' obligations have the highest potential for
     recovery, around 90%-100% of outstanding amounts and accrued interest. `DD'
     indicates potential recoveries in the range of 50%-90%, and `D' the lowest
     recovery potential, i.e., below 50%. Entities rated in this category have
     defaulted on some or all of their obligations. Entities rated `DDD' have
     the highest prospect for resumption of performance or continued operation
     with or without a formal reorganization process. Entities rated `DD' and
     `D' are generally undergoing a formal reorganization or liquidation
     process; those rated `DD' are likely to satisfy a higher portion of their
     outstanding obligations, while entities rated `D' have a poor prospect for
     repaying all obligations.

Short-Term Credit Ratings

A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.

F1   Highest credit quality. Indicates the strongest capacity for timely payment
     of financial commitments; may have an added "+" to denote any exceptionally
     strong credit feature.

F2   Good credit quality. A satisfactory capacity for timely payment of
     financial commitments, but the margin of safety is not as great as in the
     case of the higher ratings.

F3   Fair credit quality. The capacity for timely payment of financial
     commitments is adequate; however, near-term adverse changes could result in
     a reduction to non-investment grade.

B    Speculative. Minimal capacity for timely payment of financial commitments,
     plus vulnerability to near-term adverse changes in financial and economic
     conditions.

                                      A-8
<PAGE>

C    High default risk. Default is a real possibility. Capacity for meeting
     financial commitments is solely reliant upon a sustained, favorable
     business and economic environment.

D    Default. Denotes actual or imminent payment default.

Notes:

"+" or "-" may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the `AAA' long-term rating
category, to categories below `CCC', or to short-term ratings other than `F1'.

`NR' indicates that Fitch IBCA does not rate the issuer or issue in question.

`Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

Rating Watch: Ratings are placed on RatingWatch to notify investors that there
is a reasonable probability of a rating change and the likely direction of such
change. These are designated as "Positive", indicating a potential upgrade,
"Negative", for a potential downgrade, or "Evolving", if ratings may be raised,
lowered or maintained. Rating Watch is typically resolved over a relatively
short period.

A Rating Outlook indicates the direction a rating is likely to move over a one
to two year period. Outlooks may be positive, stable, or negative. A positive or
negative Rating Outlook does not imply a rating change is inevitable. Similarly,
companies whose outlooks are `stable' could be downgraded before an outlook
moves to positive or negative if circumstances warrant such an action.
Occasionally, Fitch may be unable to identify the fundamental trend. In these
cases, the Rating Outlook may be described as evolving.

                                      A-9
<PAGE>

                                  APPENDIX B

                        TAXABLE EQUIVALENT YIELD TABLES

     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
Fund 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 Yields

<TABLE>

Tax Rate       4.00%        4.50%       5.00%       5.50%      6.00%      6.50%
-------------------------------------------------------------------------------
<S>            <C>          <C>         <C>         <C>        <C>       <C>
  28.0%        5.56%        6.25%       6.94%       7.64%      8.33%      9.03%
  31.0%        5.80%        6.52%       7.25%       7.97%      8.70%      9.42%
  36.0%        6.25%        7.03%       7.81%       8.59%      9.38%     10.16%
  39.6%        6.62%        7.45%       8.28%       9.11%      9.93%     10.76%
</TABLE>


                                      B-1

<PAGE>


                                   MARYLAND

<TABLE>
<CAPTION>
                                                  Federal     State     Combined
                                                    Tax        Tax         Tax
Single Return Bracket*   Joint Return Bracket*     Rate*      Rate*       Rate*
---------------------    --------------------     -------     -----     --------
<S>                      <C>                      <C>         <C>       <C>
            $0-26,250               $0-43,850      15.00%     4.85%      19.10%
        26,250-63,550          43,850-105,950      28.00%     4.85%      31.50%
       63,550-132,600         105,950-161,450      31.00%     4.85%      34.30%
      132,600-288,350         161,450-288,350      36.00%     4.85%      39.10%
         Over 288,350            Over 288,350      39.60%     4.85%      42.50%

                      4.00%    4.50%    5.00%    5.50%    6.00%   6.50%
                      ----     ----     ----     ----     ----    ----

                      4.94%    5.56%    6.18%    6.80%    7.42%    8.03%
                      5.84%    6.57%    7.30%    8.03%    8.76%    9.49%
                      6.09%    6.85%    7.61%    8.37%    9.13%    9.89%
                      6.57%    7.39%    8.21%    9.03%    9.85%   10.67%
                      6.96%    7.83%    8.70%    9.57%   10.43%   11.30%
</TABLE>
---------------------

* The State Tax Rates are those for 2000. Please note that the table does not
reflect (i) any federal or state limitations on the amounts of allowable
itemized deductions, phase-outs of personal or dependent exemption credits or
other allowable credits, (ii) any local taxes imposed, or (iii) any taxes other
than personal income taxes. The table assumes that federal taxable income is
equal to state income subject to tax, and in cases where more than one state
rate falls within a federal bracket, the highest state rate corresponding to the
highest income within that federal bracket is used. In particular, the table
does not reflect county income taxes. The numbers in the Combined Tax Rate
column are rounded to the nearest tenth.


                                      B-2
<PAGE>

                                   APPENDIX C

                          HEDGING STRATEGIES AND RISKS

     Set forth below is additional information regarding the various defensive
hedging techniques.

Futures and Index Transactions

 Financial Futures

     A financial future is an agreement between two parties to buy and sell a
security for a set price on a future date.  They have been designed by boards of
trade which have been designated "contracts markets" by the Commodity Futures
Trading Commission ("CFTC").

     The purchase of financial futures is for the purpose of hedging the Fund's
existing or anticipated holdings of long-term debt securities.  When the Fund
purchases a financial future, it deposits in cash or securities an "initial
margin" of between 1% and 5% of the contract amount.  Thereafter, the Fund's
account is either credited or debited on a daily basis in correlation with the
fluctuation in price of the underlying future or other requirements imposed by
the exchange in order to maintain an orderly market.  The Fund must make
additional payments to cover debits to its account and has the right to withdraw
credits in excess of the liquidity, the Fund may close out its position at any
time prior to expiration of the financial future by taking an opposite position.
At closing a final determination of debits and credits is made, additional cash
is paid by or to the Fund to settle the final determination and the Fund
realizes a loss or gain depending on whether on a net basis it made or received
such payments.

     The sale of financial futures is for the purpose of hedging the Fund's
existing or anticipated holdings of long-term debt securities.  For example, if
the Fund owns long-term bonds and interest rates were expected to increase, it
might sell financial futures.  If interest rates did increase, the value of
long-term bonds in the Fund's portfolio would decline, but the value of the
Fund's financial futures would be expected to increase at approximately the same
rate thereby keeping the net asset value of the Fund from declining as much as
it otherwise would have.

     Among the risks associated with the use of financial futures by the Fund as
a hedging device, perhaps the most significant is the imperfect correlation
between movements in the price of the financial futures and movements in the
price of the debt securities which are the subject of the hedge.

     Thus, if the price of the financial future moves less or more than the
price of the securities which are the subject of the hedge, the hedge will not
be fully effective.  To compensate for this imperfect correlation, the Fund may
enter into financial futures in a greater dollar amount than the dollar amount
of the securities being hedged if the historical volatility of the prices of
such securities has been greater than the historical volatility of the financial
futures.  Conversely, the Fund may enter into fewer financial futures if the
historical volatility of the price of the securities being hedged is less than
the historical volatility of the financial futures.

                                      C-1
<PAGE>

     The market prices of financial futures may also be affected by factors
other than interest rates.  One of these factors is the possibility that rapid
changes in the volume of closing transactions, whether due to volatile markets
or movements by speculators, would temporarily distort the normal relationship
between the markets in the financial future and the chosen debt securities.  In
these circumstances as well as in periods of rapid and large price movements.
The Fund might find it difficult or impossible to close out a particular
transaction.

 Options on Financial Futures

     The Fund may also purchase put or call options on financial futures which
are traded on a U.S. Exchange or board of trade and enter into closing
transactions with respect to such options to terminate an existing position.
Currently, options can be purchased with respect to financial futures on U.S.
Treasury Bonds on The Chicago Board of Trade.  The purchase of put options on
financial futures is analogous to the purchase of put options by the Fund on its
portfolio securities to hedge against the risk of rising interest rates.  As
with options on debt securities, the holder of an option may terminate his
position by selling an option of the Fund.  There is no guarantee that such
closing transactions can be effected.

Index Contracts

 Index Futures

     A tax-exempt bond index which assigns relative values to the tax-exempt
bonds included in the index is traded on the Chicago Board of Trade.  The index
fluctuates with changes in the market values of all tax-exempt bonds included
rather than a single bond.  An index future is a bilateral agreement pursuant to
which two parties agree to take or make delivery of an amount of cash-rather
than any security-equal to specified dollar amount times the difference between
the index value at the close of the last trading day of the contract and the
price at which the index future was originally written.  Thus, an index future
is similar to traditional financial futures except that settlement is made in
cash.

 Index Options

     The Fund may also purchase put or call options on U.S. Government or tax-
exempt bond index futures and enter into closing transactions with respect to
such options to terminate an existing position.  Options on index futures are
similar to options on debt instruments except that an option on an index future
gives the purchaser the right, in return for the premium paid, to assume a
position in an index contract rather than an underlying security at a specified
exercise price at any time during the period of the option.  Upon exercise of
the option, the delivery of the futures position by the writer of the option to
the holder of the option will be accompanied by delivery of the accumulated
balance of the writer's futures margin account which represents the amount by
which the market price of the index futures contract, at exercise, is less than
the exercise price of the option on the index future.

     Bond index futures and options transactions would be subject to risks
similar to transactions in financial futures and options thereon as described
above.  No series will enter into transactions in index or financial futures or
related options unless and until, in the Adviser's opinion, the market for such
instruments has developed sufficiently.

                                      C-2
<PAGE>


                                   APPENDIX D-1

Factors Pertaining to Maryland

     The Fund's concentration on municipal bonds issued by the State of Maryland
(the "State"), its political subdivisions and its agencies means that investors
are subject to risks of default or change in value of the securities making up
the Fund deriving from certain unique factors affecting Maryland issuers. The
information presented below has been derived from the most recent official
statement for the State's general obligation bonds, and does not purport to be
comprehensive. Because the Fund has not yet acquired its portfolio, the
information is necessarily limited to general economic conditions.

General Factors

     The State of Maryland has a population of approximately 5.2 million, with
employment based largely in services, trade, and government. Those sectors,
along with finance, insurance, and real estate, were the largest contributors to
the gross state product, according to the most recent Census. Population is
concentrated around Baltimore and Washington, D.C., and proximity to Washington,
D.C. influences the above average percentage of employees in government.
Manufacturing, on the other hand, is a much smaller proportion of employment
than for the nation as a whole. Annual unemployment rates have been below those
of the national average for each of the last 20 years except 1979 and 1997. The
unemployment figure for 1999 was 3.6% compared to a national rate for the same
period of 4.2%. Total employment increased by 8.3% between 1991 and 1999. The
State's personal income per capita was the fifth highest in the nation in 1999,
according to the U.S. Department of Commerce, Bureau of Economic Analysis, at
112.8% of the national average.

State Finances

     The State Constitution mandates a balanced budget. The State enacts its
budget annually. The State's total expenditures as shown in its summary
financial statements for the fiscal years ending June 30, 1997, June 30, 1998
and June 30, 1999 were $13,385,744,000, $13,566,389,000 and $14,579,431,000,
respectively. Revenues are derived largely from certain broad-based taxes,
including statewide income, sales, motor vehicle, and property taxes. Non-tax
revenues are largely from the federal government for transportation, health
care, welfare and other social programs. General fund revenues on a budgetary
basis realized in the State's fiscal year ended June 30, 1999 exceeded estimates
by about $327.7 million, or 4.0%. The State ended fiscal 1999 with a $583.3
million general fund balance on a budgetary basis, of which $263.3 million was
designated to fund fiscal year 2000 operations; this balance reflects a $568.8
million increase compared to the balance projected at the time the 1999 budget
was enacted. In addition, there was a balance in the Revenue Stabilization Fund
of $634.9 million. On a GAAP basis, the fiscal 1999 undesignated general fund
balance was $539.3 million, compared with $230.2 million at the end of fiscal
1998. The total GAAP fund balance

                                     D-1-1
<PAGE>

for fiscal year 1999 was $1,978.0 million compared with a total fund balance of
$1,595.2 million for fiscal year 1998.

     Estimates for fiscal 2000 project a total budget of $18.2 billion, a
$1.5 billion increase over fiscal 1999. The general fund accounts for
approximately $9.0 billion, of which the largest expenditures are for health and
education, which together represent two-thirds of total general fund
expenditures. General fund expenditures exclude transportation, which is funded
with special fund revenues from the Transportation Trust Fund.

     Reserve funds consist of the Revenue Stabilization Fund and other reserve
accounts, which together totaled $741.0 million at the end of fiscal 1999. The
Revenue Stabilization Fund was established to retain State revenues for future
needs and to reduce the need for future tax increases. Current estimates for the
close of fiscal 2000 project a total reserve balance of $679.7 million, of which
$581.0 million is projected to be in the Revenue Stabilization Fund. The
projected balance in the Revenue Stabilization Fund represents 6.4% of estimated
General Fund Revenues.

Maryland municipal debt

     The public indebtedness of Maryland, its political subdivisions and its
agencies is divided into three basic types. The State and its political
subdivisions issue general obligation bonds, to the payment of which the ad
valorem property tax is pledged, for capital improvements and for various State
or local projects. The Maryland Department of Transportation issues its limited,
special obligation bonds for transportation purposes payable primarily from
specific, fixed-rate excise taxes and other revenues related mainly to highway
use. Certain authorities issue obligations payable solely from specific non-tax,
enterprise fund revenues and for which the State has no liability and has given
no moral obligation assurance. The State, its political subdivisions and certain
of its agencies also have entered into a variety of lease purchase agreements to
finance the acquisition of capital assets. These lease agreements specify that
payments thereunder are subject to annual appropriation.

     At least since the end of the Civil War, the State has paid the principal
of and interest on its general obligation bonds when due. There is no general
debt limit imposed at the State level by the State Constitution or public
general laws. Maryland had $4.6 billion of net State tax supported debt
outstanding at March 31, 2000. General obligation bonds accounted for $3.4
billion of that amount. About 58% of debt service on general obligation bonds is
paid from State property tax receipts, with the remainder paid from general
funds of the State and by loan repayments from local units and other sources.
Department of Transportation bonds outstanding account for another $1.0
billion; the debt service on those bonds is payable from taxes and fees related
to motor vehicles and motor vehicles fuel and a portion of the corporate income
tax. Debt obligations issued by the Maryland Stadium Authority in the form of
lease-backed revenue bonds account for $290.8 million of State tax supported
debt outstanding at March 31, 2000. Rental payments under the lease are subject
to annual appropriation by the General Assembly.

                                     D-1-2
<PAGE>

The State has also financed construction and acquisition of various other
facilities and equipment through lease-type financing, subject to annual
appropriation by the General Assembly. The State had $893.7 million of
authorized but unissued debt at March 31, 2000. The State issued $200,000,000
of its general obligation bonds on August 3, 2000.

Risks associated with Maryland municipal bonds

     Risks associated with municipal obligations vary by type. Major factors
affecting the State's general obligation bonds are discussed above under the
headings "General Factors" and "State Finances." However, factors affecting the
local economy of a particular county or city may affect the investment quality
of that county or city's general obligation bonds without necessarily affecting
the investment quality of the general obligation bonds of the State.
Limited obligation revenue bonds may fluctuate in investment
quality due to factors affecting only the particular revenue stream. For
example, a downturn in the Maryland health care sector or a downturn for a
specific health care borrower might affect the investment quality of Maryland
hospital revenue bonds generally or might only affect a specific health care
revenue bond issue. For another example, a sharp change in prevailing mortgage
interest rates could affect the investment quality of housing mortgage revenue
bonds. Risks associated with any type of municipal obligations may be
significantly reduced when such bonds have been pre-refunded, or if such bonds
are insured.

     Industry specific conditions may affect the investment quality and value of
revenue bonds. This paragraph discusses some of the major economic factors
affecting the principal types of revenue bonds issued by Maryland governmental
entities. Water and sewer revenues are affected by trends in population and new
construction and by weather cycles. Transportation facility revenues are
affected by economic conditions generally and by special factors such as rising
energy prices. Revenues from private, non-profit healthcare corporations and
hospitals are subject to federal and state regulatory restrictions, Maryland
State rate regulation and fluctuations in federal and state reimbursement rates
for Medicare and Medicaid. As of mid-year 2000, Maryland hospitals and
health care corporations generally face a more difficult operating environment
than in previous years, due to revenue constraints imposed by the Maryland
Health Services Cost Review Commission. The revenues of private colleges and
universities are affected by enrollment demand and cost pressures. Enrollment
demand fluctuates with changes in the population of college bound persons and
with the state of the economy. Housing revenue bonds are affected by the pace of
housing starts, sales and refinancings, and by the levels of mortgage rates
generally and local housing demand.

                                     D-1-3
<PAGE>

State Tax Matters

     The following is based upon the advice of Venable, Baetjer and Howard, LLP,
special Maryland counsel to the Fund.

     The following is a general, abbreviated summary of certain provisions of
the applicable Maryland tax law as presently in effect as it directly governs
the taxation of resident individual and corporate shareholders of the Maryland
Fund.  This summary does not address the taxation of other shareholders.  These
provisions are subject to change by legislative or administrative actions, and
any such change may be retroactive with respect to Maryland Fund transactions.

     The following is based on the assumptions that the Maryland Fund will
qualify under Subchapter M of the Code as a regulated investment company, that
it will satisfy the conditions which will cause Maryland Fund distributions to
qualify as exempt-interest dividends to shareholders, and that it will
distribute all interest and dividends it receives to the Maryland Fund's
shareholders.

     The Maryland Fund will be subject to the Maryland corporate income tax only
if it has a sufficient nexus with Maryland.  If it is subject to the Maryland
corporate income tax, it does not expect to pay a material amount of such tax.

     Distributions by the Maryland Fund that are attributable to interest on or
gain from the sale or exchange of any obligation of Maryland or its political
subdivisions ("Maryland Obligations") or to interest on or gain from the sale or
exchange of obligations of the United States, its territories, possessions, or
instrumentalities that are exempt from state taxation under federal law
("Federal Obligations") will not be subject to the Maryland individual income
tax or the Maryland corporate income tax. All remaining distributions to
shareholders will be subject to the Maryland individual and corporate income
taxes, and in the case of individuals, will be subject to local taxes as well.

     Gain on the sale, exchange, or other disposition of shares of the  Maryland
Fund will be subject to the Maryland individual and corporate income taxes, and
in the case of individuals, will be subject to local taxes as well.

     Shares of the Maryland Fund may be subject to the  Maryland estate tax if
owned by a Maryland decedent at the time of death.

     Shareholders are advised to consult with their own tax advisors for more
detailed information concerning Maryland state and local tax matters.

                                     D-1-4
<PAGE>

                                  APPENDIX E

                PERFORMANCE RELATED AND COMPARATIVE INFORMATION

     The Fund may be a suitable investment for a shareholder that is thinking of
adding bond investments to his portfolio to balance the appreciated stocks that
the shareholder is holding. Municipal bonds can provide double, tax-free income
(exempt from both regular federal and state income taxes) for residents of that
state. Because the Fund expects that a substantial portion of its investments
will pay interest that is taxable under the federal alternative minimum tax, the
Fund may not be a suitable investment for shareholders that are subject to the
federal alternative minimum tax.

     The Fund may quote certain performance-related information and may compare
certain aspects of its portfolio and structure to other substantially similar
closed-end funds as categorized by Lipper, Inc. ("Lipper"), Morningstar or other
independent services. Comparison of the Fund to an alternative investment should
be made with consideration of differences in features and expected performance.
The Fund may obtain data from sources or reporting services, such as Bloomberg
Financial ("Bloomberg") and Lipper, that the Fund believes to be generally
accurate.

                                      E-1

<PAGE>



     Past performance is not indicative of future results. At the time Common
Shareholders sell their shares, they may be worth more or less than their
original investment.

Higher Dividends Often Correlate with Higher Share Prices Scatter chart appears
here (share prices of all state closed-end municipal bond funds):

<TABLE>
<CAPTION>
                                          12/4/00
          Annualized                    Share Price
           Dividend                 (Adjusted to $15 IPO)
          ----------                ---------------------
          <S>                           <C>
             0.7725                         14.875
             0.75                           14.1875
             0.8172                         12.125
             0.75                           13.5625
             0.892224                       13.8125
             0.816                          12.9375
             0.68502                        11.75
             0.864                          14.5
             0.738                          12.28125
             0.72                           12.46875
             0.66                           10.4375
             0.66                           11.125
             0.67302                        11.5
             0.663                          10.75
             0.675                          11.1875
             0.822408                       12.625
             0.663                          10.875
             0.75                           14.6875
             0.75                           13.6875
             0.78                           13.4375
             0.69                           12.125
             0.69                           12.0625
             0.8076                         13.125
             0.861012                       12.75
             0.774816                       11.375
             0.7512                         12.5
             0.7644                         12.5625
             0.772392                       12.6875
             0.7773                         11.9375
             0.764076                       12.66
             0.7755                         12.5
             0.8052                         13.5
             0.675                          11.375
             0.9162                         15
             0.8856                         14.8125
             0.783048                       12
             0.784668                       11.8125
             0.799368                       12.6875
             0.728448                       11.8125
             0.795                          12.5625
             0.7908                         12.9375
             0.767412                       11.4375
             0.79578                        12.8125
             0.754896                       11.5
             0.776736                       12.125
             0.684                          11.5
             0.804                          12.8125
             0.78                           12.4375
             0.816                          14.75
             0.774                          13.96875
             0.774                          13.25
             0.906                          15.5
             0.894                          15.125
             0.768                          13.0625
             0.768                          13.25
             0.81                           12.75
             0.816                          14.25
             0.78                           14.125
             0.75                           13.6875
             0.798                          13.0625
             0.81                           13.8125
             0.87                           13.5
             0.765                          12.65625
             0.738                          13
             0.834                          14.4375
             0.768                          14
             0.804                          14.5625
             0.78                           12.3125
             0.918                          15
             0.888                          13.5
             0.918                          14.75
             0.828                          13.3125
             0.912                          13.75
             0.816                          14.3125
             0.858                          12.8125
             0.942                          15.6875
             0.882                          13.625
             0.882                          13.6875
             0.852                          13.0625
             0.9                            15.5
             0.912                          15.0625
             0.87                           13.5
             0.792                          14
             0.78                           12.875
             0.87                           13.875
             0.81                           12.375
             0.7875                         13.5
             0.7956                         13.125
             0.7308                         12.125
             0.8175                         12.625
             0.9                            14.75
             0.7725                         14.25
             0.735                          12.875
             0.84                           14.4375
             0.7575                         12.4375
             0.822                          13.25
             0.918                          16.375
             0.768                          13.5
             0.639                          12.46875
             0.8175                         13
             0.84                           12.9375
             0.828                          13.875
             0.792                          13.5
             0.84                           13.25
             0.696                          11.875
             0.816                          14.1875
             0.696                          12.125
             0.882                          14.4375
             0.72                           12.375
             0.882                          14.625
             0.804                          13.625
             0.852                          14.125
             0.96                           15.375
             0.9                            13.875
             0.7575                         11.6875
</TABLE>

     Market price is affected by many factors, including market interest rates,
income tax rates, the common shares' net asset value and dividend stability, the
portfolio's duration, call protection and credit quality, analyst
recommendations, and other market factors. Any of these factors individually or
collectively may, at any given time, be as or more important to market price
than annualized dividend rates. A positive correlation does not necessarily mean
that higher dividends cause or result in higher market prices, and you should
not assume that any particular level of dividends will result in any particular
market price. In addition, the positive correlation between dividends and market
price of this group of funds does not necessarily mean that every fund in the
group exhibits a positive correlation between dividend and market price, and it
is possible that the Fund may not exhibit such a correlation. There can be no
assurance that the correlation suggested by the above data will continue in the
future.

                                      E-2
<PAGE>




   Nuveen Maryland Dividend Advantage Municipal Fund           Common Shares


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

                      STATEMENT OF ADDITIONAL INFORMATION

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

                                  ___________, 2001




<PAGE>


                          PART C - OTHER INFORMATION

Item 24: Financial Statements and Exhibits

     1.   Financial Statements:

     Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization.  Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act are filed herewith.

     2.   Exhibits:

a.   Declaration of Trust dated June 1, 1999. Filed on November 3, 2000 as
     Exhibit a to Registrant's Registration Statement on Form N-2 (File No. 333-
     49254) and incorporated herein by reference.*

b.   By-Laws of Registrant. Filed on November 3, 2000 as Exhibit b to
     Registrant's Registration Statement on Form N-2 (File No. 333-49254) and
     incorporated herein by reference.*

c.   None.

d.   Form of Share Certificate.

e.   Terms and Conditions of the Dividend Investment Plan.

f.   None.

g.   Investment Management Agreement between Registrant and Nuveen Advisory
     Corp. dated December 14, 2000. Filed on December 19, 2000 as Exhibit g to
     Pre-effective Amendment No. 1 to Registrant's Registration Statement on
     Form N-2 (File No. 333-49254) and incorporated herein by reference.*

h.1  Form of Underwriting Agreement.

h.2  Form of Master Selected Dealer Agreement.

h.3  Form of Master Agreement Among Underwriters.

h.4  Form of Salomon Smith Barney Inc. Letter Agreement.

i.   Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
     Independent Directors and Trustees.

j.   Form of Exchange Traded Fund Custody Agreement between Registrant and The
     Chase Manhattan Bank dated January __, 2001.

k.1  Form of Shareholder Transfer Agency Agreement between Registrant and Chase
     Manhattan Bank dated January __, 2001.

k.2  Expense Reimbursement Agreement between Registrant and Nuveen Advisory
     Corp. Filed on December 19, 2000 as Exhibit k.2 to Pre-effective Amendment
     No. 1 to Registrant's Registration Statement on Form N-2 (File No. 333-
     49254) and incorporated herein by reference.*

                                      C-1
<PAGE>


l.1  Opinion and consent of Bell, Boyd & Lloyd LLC. Filed on December 19, 2000
     as Exhibit 1.1 to Pre-effective Amendment No. 1 to Registrant's
     Registration Statement on Form N-2 (File No. 333-49254) and incorporated
     herein by reference.*

l.2  Opinion and consent of Bingham Dana LLP. Filed on December 19, 2000 as
     Exhibit 1.2 to Pre-effective Amendment No. 1 to Registrant's Registration
     Statement on Form N-2 (File No. 333-49254) and incorporated herein by
     reference.*

1.3  Consent of Bell, Boyd & Lloyd LLC.

1.4  Consent of Bingham Dana LLP.

m.   None.

n.   Consent of Ernst & Young LLP.

o.   None.

p.   Subscription Agreement of Nuveen Advisory Corp. dated January 3,
     2001.
q.   None.

r.1  Code of ethics of Nuveen Advisory Corp. Filed on December 19, 2000 as
     Exhibit r.1 to Pre-effective Amendment No. 1 to Registrant's Registration
     Statement on Form N-2 (File No. 333-49254) and incorporated herein by
     reference.*    .

r.2  Code of ethics of Salomon Smith Barney. Filed on December 19, 2000 as
     Exhibit r.2 to Pre-effective Amendment No. 1 to Registrant's Registration
     Statement on Form N-2 (File No. 333-49254) and incorporated herein by
     reference.*     .

s.   Powers of Attorney.

___________________
 * Previously filed.



Item 25: Marketing Arrangements

See Sections 2, 3 and 5(n) of the Underwriting Agreement filed as Exhibit h.1 to
this Registration Statement.

See the Introductory Paragraph of the Form of Master Selected Dealer Agreement
filed as Exhibit h.2 to this Registration Statement.

See Paragraph e of the Form of Letter Agreement between Nuveen and the
Underwriters filed as Exhibit h.3 to this Registration Statement.

See Introductory Paragraphs and Sections 1, 5, 6 and 7 of the Form of Master
Agreement Among Underwriters filed as Exhibit h.4 to this Registration
Statement.

Item 26: Other Expenses of Issuance and Distribution

     <TABLE>
     <CAPTION>
     <S>                                                             <C>
     Securities and Exchange Commission fees                           $ 13,750
     National Association of Securities Dealers, Inc. fees                6,000
     Printing and engraving expenses                                     60,000
     Legal Fees                                                          30,000
     American Stock Exchange listing fees                                 5,000
     Accounting expenses                                                  8,500
     Blue Sky filing fees and expenses                                        0
     Transfer agent fees                                                      0
     Miscellaneous expenses                                               7,500

                                                                       --------
               Total                                                   $130,750
</TABLE>

                                      C-2

<PAGE>


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

     *To be completed by amendment.  Expenses may be reduced pursuant to the
contractual agreement of Nuveen Investments to pay (i) all Registrant's
organizational expenses and (ii) offering costs (other than the
sales load) that exceed $.03 per Common Share.

Item 27: Persons Controlled by or under Common Control with Registrant

     Not applicable.

Item 28: Number of Holders of Securities

     At January 19, 2001

<TABLE>
<CAPTION>
                                                               Number of
                      Title of Class                        Record Holders
                      --------------                        --------------
<S>                                                         <C>
               Common Shares, $.01 par value                      1
</TABLE>

Item 29: Indemnification

     Section 4 of Article XII of the Registrant's Declaration of Trust provides
as follows:

     Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.

     No indemnification shall be provided hereunder to a Covered Person:

(a)  against any liability to the Trust or its Shareholders by reason of a final
     adjudication by the court or other body before which the proceeding was
     brought that he engaged in willful misfeasance, bad faith, gross negligence
     or reckless disregard of the duties involved in the conduct of his office;

(b)  with respect to any matter as to which he shall have been finally
     adjudicated not to have acted in good faith in the reasonable belief that
     his action was in the best interests of the Trust; or

                                      C-3
<PAGE>

(c)  in the event of a settlement or other disposition not involving a final
     adjudication (as provided in paragraph (a) or (b)) and resulting in a
     payment by a Covered Person, unless there has been either a determination
     that such Covered Person did not engage in willful misfeasance, bad faith,
     gross negligence or reckless disregard of the duties involved in the
     conduct of his office by the court or other body approving the settlement
     or other disposition or a reasonable determination, based on a review of
     readily available facts (as opposed to a full trial-type inquiry), that he
     did not engage in such conduct:

          (i) by a vote of a majority of the Disinterested Trustees acting on
          the matter (provided that a majority of the Disinterested Trustees
          then in office act on the matter); or

          (ii) by written opinion of independent legal counsel.

     The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person.  Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.

     Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:

     (a) such undertaking is secured by a surety bond or some other appropriate
     security or the Trust shall be insured against losses arising out of any
     such advances; or

     (b) a majority of the Disinterested Trustees acting on the matter (provided
     that a majority of the Disinterested Trustees then in office act on the
     matter) or independent legal counsel in a written opinion shall determine,
     based upon a review of the readily available facts (as opposed to a full
     trial-type inquiry), that there is reason to believe that the recipient
     ultimately will be found entitled to indemnification.

     As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.

                                      C-4
<PAGE>

     As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.

     The trustees and officers of the Registrant are covered by Investment Trust
Errors and Omission policies in the aggregate amount of $20,000,000 (with a
maximum deductible of $500,000) against liability and expenses of claims of
wrongful acts arising out of their position with the Registrant, except for
matters which involve willful acts, bad faith, gross negligence and willful
disregard of duty (i.e., where the insured did not act in good faith for a
purpose he or she reasonably believed to be in the best interest of Registrant
or where he or she had reasonable cause to believe this conduct was unlawful).

     Section 8 of the Underwriting Agreement filed as Exhibit h to this
Registration Statement provides for each of the parties thereto, including the
Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.

Item 30: Business and Other Connections of Investment Adviser

     Nuveen Advisory Corp. serves as investment adviser to the following open-
end management type investment companies: Nuveen Multistate Trust I, Nuveen
Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV,
Nuveen Municipal Trust, Nuveen Money Market Trust, Nuveen Municipal Money Market
Fund, Inc. and Nuveen Taxable Funds Inc. Nuveen Advisory Corp. also serves as
investment adviser to the following closed-end management type investment
companies other than the Registrant: Nuveen Municipal Value Fund, Inc., Nuveen
California Municipal Value Fund, Inc., Nuveen New York Municipal Value Fund,
Inc., Nuveen Municipal Income Fund, Inc., Nuveen Premium Income Municipal Fund,
Inc., Nuveen Performance Plus Municipal Fund, Inc., Nuveen California
Performance Plus Municipal Fund, Inc., Nuveen New York Performance Plus
Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal
Market Opportunity Fund, Inc., Nuveen California Municipal Market Opportunity
Fund, Inc., Nuveen New York Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen New Jersey Investment Quality Municipal Fund, Inc.,
Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen Select Quality
Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc.,
Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas
Quality Income Municipal Fund,

                                      C-5
<PAGE>

Nuveen California Quality Income Municipal Fund, Inc., Nuveen New York Quality
Income Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen
Premier Insured Municipal Income Fund, Inc., Nuveen Insured California Premium
Income Municipal Fund, Inc., Nuveen Insured New York Premium Income Municipal
Fund, Inc., Nuveen Premium Income Municipal Fund 2, Inc., Nuveen Select
Maturities Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc.,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium
Income Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Insured New York Premium Income
Municipal Fund 2, Nuveen New Jersey Premium Income Municipal Fund 2, Nuveen
Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland Premium Income
Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen
Virginia Premium Income Municipal Fund, Nuveen Connecticut Premium Income
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri
Premium Income Municipal Fund, Nuveen North Carolina Premium Income Municipal
Fund, Nuveen California Premium Income Municipal Fund, Nuveen Insured Premium
Income Municipal Fund 2, Nuveen New York Dividend Advantage Municipal Fund,
Nuveen California Dividend Advantage Municipal Fund, Nuveen Dividend Advantage
Municipal Fund, Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen
Connecticut Dividend Advantage Municipal Fund, Nuveen Maryland Dividend
Advantage Municipal Fund, Nuveen Massachusetts Dividend Advantage Municipal
Fund, Nuveen North Carolina Dividend Advantage Municipal Fund, and Nuveen
Virginia Dividend Advantage Municipal Fund. Nuveen Advisory Corp. has no other
clients or business at the present time. For a description of other business,
profession, vocation or employment of a substantial nature in which any director
or officer of the investment adviser has engaged during the last two years for
his account or in the capacity of director, officer, employee, partner or
trustee, see the descriptions under "Management of the Fund" in Part A of this
Registration Statement.

Item 31: Location of Accounts and Records

     Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholders meetings and contracts of the Registrant and all advisory material
of the investment adviser.

     The Chase Manhattan Bank, 4 New York Plaza, New York, New York 10004-2413,
maintains all general and subsidiary ledgers, journals, trial balances, records
of all portfolio purchases and sales, and all other required records not
maintained by Nuveen Advisory Corp.

Item 32: Management Services

     Not applicable.



                                      C-6
<PAGE>

Item 33: Undertakings

     1.   Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

     2.   Not applicable.

     3.   Not applicable.

     4.   Not applicable.

     5.   The Registrant undertakes that:

          a.   For purposes of determining any liability under the Securities
     Act of 1933, the information omitted from the form of prospectus filed as
     part of a registration statement in reliance upon Rule 430A and contained
     in the form of prospectus filed by the Registrant under Rule 497(h) under
     the Securities Act of 1933 shall be deemed to be part of the Registration
     Statement as of the time it was declared effective.

          b.   For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of the securities at that
     time shall be deemed to be the initial bona fide offering thereof.

     6.   The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any Statement of Additional Information.

                                      C-7
<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 19th day of
January, 2001.

                            NUVEEN MARYLAND DIVIDEND
                            ADVANTAGE MUNICIPAL FUND

                            /s/ Gifford R. Zimmerman

                            -----------------------------------------
                            Gifford R. Zimmerman, Vice President and
                            Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
        Signature                      Title                               Date
        ---------                      -----                               ----
<S>                        <C>                                  <C>
/s/ Stephen D. Foy         Vice President and Controller        January 19, 2001
--------------------       (Principal Financial and
    Stephen D. Foy         Accounting Officer)

Timothy R. Schwertfeger*   Chairman of the Board and
                           Trustee (Principal Executive         By: /s/ Gifford R. Zimmerman
                           Officer)                                 ------------------------
                                                                        Gifford R. Zimmerman
                                                                        Attorney-In-Fact
                                                                        January 19, 2001

Robert P. Bremner*         Trustee

Lawrence H. Brown*         Trustee

Anne E. Impellizzeri*      Trustee

Peter R. Sawers*           Trustee

William J. Schneider*      Trustee

Judith M. Stockdale*       Trustee
</TABLE>

    *Original powers of attorney authorizing Alan G. Berkshire and Gifford R.
Zimmerman, among others, to execute this Registration Statement, and Amendments
thereto, for each of the trustees of Registrant on whose behalf this
Registration Statement is filed, have been executed and filed as an exhibit.

<PAGE>


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>  <C>
a.   Declaration of Trust dated June 1, 1999.*
b.   By-Laws of Registrant.*
c.   None.
d.   Form of Share Certificate.
e.   Terms and Conditions of the Dividend Investment Plan.
f.   None.
g.   Investment Management Agreement between Registrant and Nuveen Advisory
     Corp. dated December 14, 2000.*
h.1  Form of Underwriting Agreement.
h.2  Form of Master Selected Dealer Agreement.
h.3  Form of Master Agreement Among Underwriters.
h.4  Form of Salomon Smith Barney Inc. Letter Agreement.
i.   Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
     Independent Directors and Trustees.
j.   Form of Exchange Traded Fund Custody Agreement between Registrant and The
     Chase Manhattan Bank dated January __, 2001.
k.1  Form of Shareholder Transfer Agency Agreement between Registrant and Chase
     Manhattan Bank dated January __, 2001.
k.2  Expense Reimbursement Agreement between Registrant and Nuveen Advisory
     Corp.*
l.1  Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2  Opinion and consent of Bingham Dana LLP.*
l.3  Consent of Bell, Boyd & Lloyd LLC.
l.4  Consent of Bingham Dana LLP.
m.   None.
n.   Consent of Ernst & Young LLP.
o.   None.
p.   Subscription Agreement of Nuveen Advisory Corp. dated January 3,
     2001.
q.   None.
r.1  Code of ethics of Nuveen Advisory Corp.*
r.2  Code of ethics of Salomon Smith Barney.*
s.   Powers of Attorney.
</TABLE>
___________________

 * Previously filed.



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