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Nuveen Multistate Tax-Free Trust
Supplement to Prospectus dated May 31, 1996
August 26, 1996
NUVEEN ARIZONA TAX-FREE VALUE FUND NUVEEN NEW JERSEY TAX-FREE VALUE FUND
NUVEEN FLORIDA TAX-FREE VALUE FUND NUVEEN PENNSYLVANIA TAX-FREE VALUE FUND
NUVEEN MARYLAND TAX-FREE VALUE FUND NUVEEN VIRGINIA TAX-FREE VALUE FUND
NUVEEN MICHIGAN TAX-FREE VALUE FUND
The John Nuveen Company, the parent of John Nuveen & Co. Incorporated and Nuveen
Advisory Corp., respectively the distributor and investment adviser of your
Fund, has entered into an agreement pursuant to which Flagship Resources Inc.
will merge its business into Nuveen's mutual fund business. Flagship is a highly
regarded mutual fund sponsor and manager based in Dayton, Ohio, that has
specialized, like Nuveen, in municipal bond funds. Flagship has 27 municipal
mutual funds and over $4 billion in assets under management. We plan to merge
Flagship's portfolio management, sales and service operations with Nuveen's
corresponding divisions. This agreement is subject to the approval of the
shareholders of the Flagship Funds.
As part of the consolidation of Flagship into Nuveen, the Board of Trustees of
the Nuveen Multistate Tax-Free Trust has determined that it is in the best
interest of the Arizona, Florida, Michigan, New Jersey, Pennsylvania and
Virginia Funds to be reorganized and combined with Flagship's existing Arizona,
Florida, Michigan, New Jersey, Pennsylvania and Virginia Funds after those funds
have become part of the Nuveen Fund family. These combinations are scheduled to
become effective early next year. In each of these combinations, the investment
objectives of your Nuveen Fund will remain the same, and its investment policies
will be similar but modified slightly to provide the Fund's portfolio managers
with greater flexibility. Each of these combinations is expected to result in a
larger fund with lower operating expenses as a result of increased fund
administrative and operational efficiencies, among other benefits. Each of these
combinations is subject to the approval of the shareholders of both the affected
Nuveen and Flagship Funds at a shareholder meeting to be held November 14, 1996.
Several weeks from now you will receive a proxy statement relating to that
shareholder meeting. Shareholders of the six Nuveen Funds proposed to be
combined with their Flagship counterparts will receive a proxy statement
describing the combinations in more detail and giving those shareholders the
opportunity to vote on the transaction. Shareholders of the Maryland Fund will
be provided a separate proxy statement and asked to vote on certain matters in
connection with the consolidation of the two fund families, including changing
some of the Fund's investment policies to provide the portfolio managers with
greater flexibility and reorganizing your Fund into a Massachusetts business
trust along with a different set of other funds, which changes will permit your
Fund to be operated in a more efficient manner and enhance your convenience.
Finally, a change in terms of the Class C Shares is also being proposed for
shareholder approval. For those Funds that are combining with their Flagship
counterparts, this change will be part of a single vote to approve the
combination. Currently, Class C Shares bear an annual service fee of .25% and an
annual distribution fee of .75%; and Class C Shares automatically convert six
years after purchase to Class A Shares, which bear the service fee but not the
distribution fee, thus lowering ongoing expenses. The Board has approved a
revised distribution plan for Class C Shares which, subject to shareholder
approval, would reduce the annual service fee to .20% and reduce the annual
distribution fee to .55%, while discontinuing the automatic conversion of Class
C Shares to Class A Shares. These changes would affect both currently existing
as well as newly purchased shares. Purchasers of Class C Shares should be aware
that, if this proposal receives shareholder approval, their Class C Shares would
not convert after six years into Class A Shares as described in the Prospectus
dated May 31, 1996, while the annual service and distribution fees would be
reduced as described above.
