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As filed with the Securities and Exchange Commission on March 20, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8B-2
FILE NO. 811-0810
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUST
Pursuant to Section 8(b) of the
Investment Company Act of 1940
NUVEEN UNIT TRUSTS
(and Subsequent Trusts and Similar Series of Trusts)
NOT THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number. (According to security designation or
otherwise, if the trust does not have or does not transact business
under any other designation.)
Nuveen Unit Trusts.
The Trust has no Internal Revenue Service
Employer Identification Number
(b) Furnish title of each class or series of securities issued by
the trust.
CERTIFICATE OF OWNERSHIP
-- evidencing --
An Undivided Interest
-- in the --
NUVEEN UNIT TRUSTS, SERIES 1 (OR SUBSEQUENT SERIES)* (the "TRUST")
2. Furnish name and principal business address and zip code and the
Internal Revenue Service Employer Identification Number of each
depositor of the trust.
John Nuveen & Co. Incorporated (the "DEPOSITOR" or "EVALUATOR")
333 West Wacker Drive
Chicago, Illinois 60606-1286
Internal Revenue Service Employer Identification
Number is: 36-2639476
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*Or appropriate subsequent Series designation which may use a name different
from Nuveen Unit Trusts.
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3. Furnish name and principal business address and zip code and the
Internal Revenue Service Employer Identification Number of each
custodian or trustee of the trust indicating for which class or series
of securities each custodian or trustee is acting.
The Chase Manhattan Bank (the "TRUSTEE")
4 New York Plaza
New York, New York 10004-2413
Internal Revenue Service Employer Identification
Number is: 13-2633612
4. Furnish name and principal business address and zip code and the
Internal Revenue Service Employer Identification Number of each
principal underwriter currently distributing securities of the trust.
None at the date hereof. It is expected that a group of dealers
will be formed to distribute securities of each series of the Trust.
The principal underwriter will be the Depositor, John Nuveen & Co.
Incorporated (36-2639476), 333 West Wacker Drive, Chicago,
Illinois 60606-1286.
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
State of New York.
6. (a) Furnish the date of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust
was organized and issued or proposes to issue securities. (If
individual indentures or agreements are entered into with security
holders, so state and furnish the date of the first such indenture
or agreement.)
The form of indenture and agreements (the "TRUST AGREEMENT")
proposed to be entered into between John Nuveen & Co.,
Incorporated, as Depositor and Evaluator, and The Chase
Manhattan Bank, as Trustee, under the terms of which the
Trusts for Series 1 and subsequent series will be created and
the securities for Series 1 and subsequent series described
in Item 1(b) will be issued, is filed as Exhibit A(1) hereto.
It is expected that the Trust Agreements for Series 1 and
subsequent series will be entered into immediately prior to
the filing of an amendment of the Registration Statement on
Form S-6 under the Securities Act of 1933 filed for each
Series of Nuveen Unit Trusts, and the securities comprising
the portfolio will be listed in the Trust Agreement and in
the prospectus, and said securities will not be selected
until at or about the date of their deposit. The Trust
Agreement provides (or will provide) that in no event shall
the Trust continue beyond December 31 of the year following
the fiftieth anniversary of the execution of the Trust
Agreement.
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(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are
held by the custodian or trustee.
None, except as set forth in Item 6(a).
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name
has never been changed, so state.
Former Name :Approximate Date of Change
None.
8. State the date on which the fiscal year of the trust ends.
The fiscal year end for each Trust will vary based upon the type of
securities which comprise such Trust's portfolio and such Trust's
date of deposit.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature
of the claim or the amount thereof, to which the trust, the depositor,
or the principal underwriter is a party or of which the assets of the
trust are the subject, including the substance of the claims involved
in such proceeding and the title of the proceeding. Furnish a similar
statement with respect to any pending administrative proceeding
commenced by a governmental authority or any such proceeding or legal
proceeding known to be contemplated by a governmental authority.
Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is
material.
None.
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II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND
THE RIGHTS OF HOLDERS
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Registered.
(b) Whether the securities are of the cumulative or distributive type.
Distributive.
(c) The rights of security holders with respect to withdrawal or
redemption.
See answer to Item (d), below.
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Security holders ("UNITHOLDERS") may redeem securities issued by
the Trust ("UNITS") at any time. Redemption shall generally be
made by the Trustee on the third business day following the day on
which a tender for redemption is received (the "REDEMPTION DATE"),
but in no case later than seven calendar days following such
Redemption Date, by payment of cash equivalent to the redemption
price for such Trust multiplied by the number of units being
redeemed. With respect to certain Trusts, Unitholders may be
permitted to request an in-kind distribution of a pro rata portion
of underlying securities represented by the Units. The right of
redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other
than customary weekend and holiday closings, or during which (as
determined by the Securities and Exchange Commission) trading on
the New York Stock Exchange, or any applicable foreign securities
exchange, is restricted; (2) for any period during which an
emergency exists as a result of which disposal by the Trustee of
Securities is not reasonably practicable or is not reasonably
practicable to fairly determine the value of the underlying
Securities in accordance with the Trust Agreements; or (3) for
such other period as the Securities and Exchange Commission may by
order permit. After the initial offering, while not obligated to
do so, the Depositor intends to, and certain of the dealers may,
subject to change any time, maintain a market for Units of the
Trusts and to continuously offer to purchase said Units at prices,
determined by the Evaluator, based on the aggregate value of the
underlying Securities in such Trusts, together with accrued
interest to the expected dates of settlement, if applicable.
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Units are transferable by making a written request to the Trustee
and, in the case of Units evidenced by Certificate, by presenting
and surrendering such Certificates to the Trustee properly
endorsed or accompanied by a written instrument or instruments of
transfer.
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement with
respect to lapses or defaults by security holders in making
principal payments, and with respect to reinstatement.
Not applicable.
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons
other than security holders given the right to exercise voting
rights pertaining to the Trust's securities or the underlying
securities and the relationship of such persons to the Trust.
Each of the Trusts will be created under the laws of the State of
New York pursuant to a Trust Agreement dated the initial date of
deposit of the Trust between the Depositor and Trustee. The Trust
Agreements may be amended by the Trustee and the Depositor without
the consent of any of the Unitholders (a) to cure any ambiguity or
to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision contained
therein; or (b) to make such other provision in regard to matters
or questions arising thereunder as shall not adversely affect the
interests of the Unitholders; provided, however, that the parties
thereto may not amend a Trust Agreement so as to (1) increase the
number of Units issuable thereunder except as provided in the
Trust Agreement or (2) except as provided in the Trust Agreement,
permit the deposit or acquisition thereunder of securities either
in addition to or in substitution for any of the securities
initially deposited in the Trust.
No Unitholder shall have the right to control the operation and
management of any Trust in any manner, except to vote with respect
to the amendment of the Trust Agreements or termination of any
Trust. Nor shall any Unitholders have the right to vote any
voting securities, if any, contained in a Trust's portfolio.
The information set forth above has been derived from statements in
Exhibit D filed herewith under the captions "Other
Information--Amendment of Indenture" and "Other
Information--Termination of Indenture" in Prospectus Part B.
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(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets in the trust.
Yes.
(2) the terms and conditions of the securities issued by the trust.
Yes.
(3) the provisions of any indenture or agreement of the trust.
Yes.
(4) the identity of the depositor, trustee or custodian.
Yes.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
No.
(2) the terms and conditions of the securities issued by the trust.
Reference is made to the information provided in answer to
Item 10(f) above.
(3) the provisions of any indenture or agreement of the trust.
Reference is made to the information provided in answer to
Item 10(f) above.
(4) the identity of the depositor, trustee or custodian.
No.
(i) Any other principal feature of the securities issued by the trust
or any other principal right, privilege or obligation not covered
by subdivisions (a) to (g) or by any other items in this form.
None.
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INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest.
Each Trust may consist of common stocks, preferred stocks,
securities issued by other investment companies, bonds, notes,
other fixed income securities, other evidences of indebtedness,
certificates of participation, mortgage-backed securities or other
obligations issued or guaranteed by corporations or other business
organizations, investment companies or individual states of the
United States of America or the United States of America or any
agency or instrumentality thereof (plus Contract Obligations,
Replacement Securities, Replacement Contract Obligations,
additional Securities and Substitute Securities, if any)
(collectively referred to herein as the "SECURITIES"), all
undistributed interest or dividend income received or accrued
thereon and any undistributed cash realized from the sale,
redemption or other disposition of the Securities deposited in the
Trust.
12. If the trust is the issuer of periodic payment plan certificates and
if any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been
the underlying securities.
Not applicable.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of
the trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
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(C) the name of the person to whom such amounts are paid and his
relationship to the trust; and
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
Units of the Trusts are offered at the public offering price
thereof. During the initial offering period, the public offering
price per Unit is equal to the aggregate value of the Securities
in the respective Trust, plus the applicable sales charge set
forth in "Expense Information" in Prospectus Part A and in "Public
Offering Price" in Part B of the Trust's prospectus, in each case
adding to the total thereof cash held by the Trust, if any,
divided by the number of outstanding Units of such Trust. The
public offering price for secondary market transactions is based
on the aggregate value of the Securities in a Trust, plus the
applicable sales charge referred to in Part A of the Trust's
prospectus. The sales load paid per unit will be remitted to the
Depositor. The sales load is expected to vary from Trust to Trust
depending upon the type of underlying securities included in a
Trust's portfolio and a Trust's maturity and may include a front
end sales charge, deferred sales charge or a combination thereof.
The aggregate value of Securities which are debt obligations will
generally be computed the offering side evaluations of such
Securities during the initial offering period and the bid side
evaluations of such Securities for secondary market transactions.
The aggregate value of Securities which are equity securities
(including securities of investment companies listed on a
securities exchange) during the initial offering period will
generally be determined in the following manner: if such
Securities are listed on a national or foreign securities exchange
or the NASDAQ National Market System, this evaluation is generally
based on the closing sale prices on that exchange or that system
(unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that
exchange or system, at the closing ask prices; if such Securities
are not so listed or, if so listed and the principal market
therefor is other than on the exchange, the evaluation shall
generally be based on the current ask prices on the
over-the-counter market (unless it is determined that these prices
are inappropriate as a basis for valuation). For secondary market
transactions, the aggregate value of such Securities will
generally be computed in the same manner as during the initial
offering period and will be based on the closing sales or bid
prices on the related securities market. The aggregate value of
Securities which are issued by other investment companies and not
listed on a securities exchange will generally be based on the
last available net asset value calculation during the initial
offering period and for secondary market transactions. The
initial offering period for a Trust will last until such time as
the total number of Units created are sold.
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Units will be sold through dealers who are members of the National
Association of Security Dealers, Inc., and through others. Sales
may be made to or through dealers at prices which represent
discounts from the public offering price. Certain commercial
banks may make Units of Trusts available to their customers on an
agency basis. A portion of the sales charge paid by their
customers is retained by or remitted to the Banks.
The Depositor will receive gross sales charges equal to a
percentage of the public offering price and will pay a fixed
portion of such sales charges to dealers and agents. In addition,
the Depositor may realize a profit or a loss resulting from the
difference between the purchase prices of the Securities to the
Depositor and the costs of such Securities to a Trust, which will
generally be based on the offering side evaluation of debt
obligations or the closing sale or ask prices of equity
securities. The Depositor may also realize profits or losses with
respect to Securities deposited in a Trust which were acquired
from underwriting syndicates of which the Depositor was a member.
The Depositor may realize additional profits or losses during the
initial offering period on unsold Units as a result of changes in
the daily evaluation of the Securities in a Trust.
The Depositor may charge the Trust a portfolio surveillance fee
for services performed for monitoring the underlying securities of
the Trusts but in no event will such compensation, when combined
with all compensation received from other unit investment trusts
for which the Depositor provides portfolio surveillance, exceed
the aggregate cost to the Depositor for providing such services.
The Trustee will receive an annual fee for its services generally
based on the largest aggregate principal amount of the Securities
in a Trust at any time during the period. Funds that are
available for future distributions, redemptions and payments of
expenses are held in accounts which are non-interest bearing to
Unitholders and are available for use by the Trustee pursuant to
normal Trust procedures.
For providing evaluations of Securities in each Trust, the
Depositor, in its capacity as Evaluator, shall receive a fee,
payable monthly, based upon the largest aggregate principal amount
of Securities in any such Trust at any time during such monthly
period but in no event will such compensation, when combined with
all compensation received from other unit investment trusts for
which the Depositor provides evaluations of Securities, exceed the
aggregate cost to the Depositor for providing such services.
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The Trustee's, Evaluator's and Depositor's Surveillance fees may
be increased without approval of Unitholders by amounts not
exceeding a proportionate increase in the Consumer Price Index
entitled All Services Less Rent of Shelter, published by the U.S.
Department of Labor or any equivalent index substituted therefor.
In addition, the Trustee's Fees may be periodically adjusted in
response to fluctuations in short-term interest rates (reflecting
the cost to the Trustee of advancing funds to a Trust to meet
scheduled distributions).
Expenses incurred in establishing a Trust, including the cost of
initial preparation of documents relating to the Trust, Federal
and State registration fees, the initial fees and expenses of the
Trustee, legal expenses and any other non-material out-of-pocket
expenses, may be paid in whole or in part by the Trust and
amortized over the lesser of five years or the life of the Trust.
The information set forth above has been extracted from
statements in Exhibit D filed herewith under the caption
"Performance Information and Expense Information" in Prospectus
Part A and under the captions "Public Offering Price,"
"Distribution of Units to the Public," "Trust Operating
Expenses," "Accumulation Plan" and "Unit Value and Evaluation"
in Prospectus Part B.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal payments.
Not applicable.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust.
State each different sales charge available as a percentage of the
public offering price and as a percentage of the net amount
invested. List any special purchase plans or methods established
by rule or exemptive order that reflect scheduled variations in, or
elimination of, the sales load and identify each class of
individuals or transactions to which such plans apply.
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A reduced sales charge resulting from quantity discounts
(including purchases made subject to a binding letter of
intent) will apply on all applicable purchases of Nuveen
investment company securities on any one day by the same
purchaser in the amounts stated, and for this purpose purchases
of a single Trust will be aggregated with concurrent purchases
of any other Trust or of shares of any open-end management
investment company of which the Depositor is principal
underwriter and with respect to the purchase of which a sales
charge is imposed. Purchases by or for the account of an
individual and his or her spouse and children under 21 years of
age ("immediate family members") will be aggregated to
determine the applicable sales charge. The graduated sales
charges are also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single
fiduciary account. Units may be purchased without a sales
charge by officers or directors and by bona fide, full-time
employees of Depositor and its affiliates, including in each
case these individuals and their immediate family members (as
defined above). A reduced sales charge will also be allowed to
certain investors who are members of a class as will be set
forth in Part A of the Prospectus.
Units may be purchased during the initial offering period at
reduced sales charges by (1) investors who purchase Units
through registered investment advisers, certified financial
planners and registered broker-dealers who in each case either
charge periodic fees for financial planning, investment
advisory or asset management services, or provide such services
in connection with the establishment of an investment account
for which a comprehensive "wrap fee" charge is imposed, (2)
bank trust departments investing funds over which they exercise
exclusive discretionary investment authority and that are held
in a fiduciary, agency, custodial or similar capacity, (3) any
person who for at least 90 days, has been an officer, director
or bona fide employee of any firm offering Units for sale to
investors or their immediate family members (as defined above)
and (4) officers and directors of bank holding companies that
make Units available directly or through subsidiaries or bank
affiliates. In addition, such investors may purchase Units in
the secondary market at the public offering price minus the
concession the Depositor typically allows to brokers and
dealers.
The amounts of any such reductions, when determined, will
appear in the prospectus under the caption "Public Offering
Price" in Prospectus Part B.
The information set forth above has been extracted from
statements in Exhibit D filed herewith under the caption
"Expense Information" in Prospectus Part A and under the
captions "Public Offering Price" and "Distribution of Units to
the Public" in Prospectus Part B.
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(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at
which securities are offered for any class of transactions to any
class or group of individuals, including officers, directors, or
employees of the depositor, trustee, custodian or principal
underwriters.
Reference is made to the information provided in answer to
Item 13(c) above.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities.
The Trustee may require a Unitholder to pay a reasonable fee,
to be determined in the sole discretion of the Trustee, for
each certificate reissued or transferred and to pay any
governmental charge that may be imposed in connection with each
such transfer or interchange. The Trustee at the present time
does not intend to charge for the normal transfer or
interchange of certificates. Destroyed, stolen, mutilated or
lost certificates will be replaced upon delivery to the Trustee
of satisfactory indemnity (generally amounting to 1% of the
market value of the Units), affidavit of loss, evidence of
ownership and payment of expenses incurred.
For additional information concerning these matters, reference
is made to the answer to Item 13(a).
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13(a) or
13(d) through the sale or purchase of the trust's securities or
interests in such securities, or underlying securities or interests
in underlying securities, and describe fully the nature and extent
of such profits or benefits.
Certain Unitholders of a Trust may elect to have distributions
of principal (including capital gains, if any) or
interest/dividends or both automatically invested without
charge in shares of certain mutual funds which are registered
in such Unitholder's state of residence and are distributed by
the Depositor.
Reference is made to the information provided in answer to Item
13(a) for further information.
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(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period
covered by the financial statements filed herewith.
Not applicable.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement
pertaining thereto.
Each of the Trusts will be created under the laws of the State
of New York pursuant to a Trust Agreement dated the initial
date of deposit of the Trust between the Depositor and Trustee.
On the initial date of deposit, the Depositor will deliver to
the Trustee Securities or contracts for the purchase thereof
for deposit in the Trusts. In exchange for the Securities so
deposited, the Trustee will deliver to the Depositor
documentation evidencing the ownership of that number of Units
set forth in the prospectus for such Trust. Each Trust will
initially consist of delivery statements (I.E., contracts) to
purchase obligations. The Depositor has a limited right of
substitution for such Securities in the event of a failed
contract.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Reference is made to the information provided in answer to
Item 13(a).
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
On the initial deposit on the initial date of deposit, the
Depositor will deliver to the Trustee Securities or contracts
for the purchase thereof for deposit in the Trusts. In
exchange for the Securities so deposited, the Trustee will
deliver to the Depositor documentation evidencing the ownership
of that number of Units set forth in the prospectus for such
Trust. Each Trust will initially consist of delivery
statements (I.E., contracts) to purchase Securities. The
Depositor has a limited right of substitution for such
Securities in the event of a failed contract. Additional Units
of a Trust may be issued from time to time following the
initial date of deposit by depositing in such Trust additional
Securities or contracts for the purchase thereof together with
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cash or irrevocable letters of credit, or cash (which may
include a letter of credit) with instructions for the Trustee
to purchase Securities on behalf of such Trust. As additional
Units are issued by a Trust as a result of the deposit of
additional Securities or cash by the Depositor, the aggregate
value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each
Unit will be decreased. The Depositor may continue to make
additional deposits of Securities or cash, with instructions to
purchase Securities for deposit into a Trust, following the
initial date of deposit, PROVIDED that such additional deposits
will generally be in amounts which will maintain the same
proportionate relationship among the Securities in such Trust
established on the initial date of deposit of the Securities.
The Depositor may not alter the portfolios of the Trusts by the
purchase, sale or substitution of Securities, except as
provided in the related Trust Agreement. Thus, with the
exception of redemption or maturity of Securities in accordance
with their terms (and reinvestments made in connection with
certain Series), the assets of the Trust will remain unchanged
under normal circumstances.
The Depositor may direct the Trustee to dispose of Securities,
the value of which has been affected by certain adverse events,
including the institution of certain legal proceedings or the
occurrence of other market or credit factors, including an
advanced refunding, so that in the opinion of the Depositor the
retention of such Securities in the Trust would be detrimental
to the interest of Unitholders. Such Securities will not,
however, be sold to take advantage of fluctuations in market
price. In addition, the Depositor will instruct the Trustee to
dispose of certain Securities and to take such further action
as may be needed from time to time to ensure that certain
Series continue to satisfy the qualifications of a regulated
investment company, including the requirements with respect to
diversification under Section 851 of the Internal Revenue Code,
and as may be needed from time to time to avoid imposition of
any excise tax on a Trust as a regulated investment company.
The proceeds from any such sales, exclusive of any portion
which represents accrued interest, will be credited to the
Capital Account of such Trust for distribution to Unitholders.
The Depositor is required to instruct the Trustee to reject any
offer made by any issuers of Securities to issue new securities
or property in exchange or substitution for any of such
Securities pursuant to a refunding financing plan, merger or
other transaction, except that the Depositor may instruct the
Trustee to accept or reject such an offer or to take any other
action with respect thereto as the Depositor may deem proper if
(i) the issuer is in default with respect to such Securities,
or (ii) in the written opinion of the Depositor, the issuer
will probably default with respect to such Securities in the
reasonably foreseeable future. Any security or property
received in exchange or substitution will be sold or held by
the Trustee pursuant to the direction of the Depositor subject
to the terms and conditions of the Trust Agreement. In
addition, the Trustee may sell Securities, designated by the
Depositor, from a Trust for the purpose of redeeming Units of
such Trust tendered for redemption and the payment of expenses.
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For additional information concerning these matters,
reference is made to information provided in answer to
Item 11 above.
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the Trust's securities or
underlying securities from security holders, and the substance of
the provisions of any indenture or agreement pertaining thereto.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
A Unitholder who does not dispose of Units in the secondary
market (as described in response to Item 10(d) above) may cause
Units to be redeemed by the Trustee by making a written request
to the Trustee, and, in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee,
properly endorsed or accompanied by a written instrument or
instruments of transfer in a form satisfactory to the Trustee.
Redemption shall generally be made by the Trustee on the third
business day following the day on which a tender for redemption
is received (the "REDEMPTION DATE"), but in no case later than
seven calendar days following such Redemption Date, by payment
of cash equivalent to the Redemption Price for such Trust
(determined as set forth in response to Item 46(a) below), as
of the evaluation time stated in the Trust's prospectus,
multiplied by the number of Units being redeemed. Any Units
redeemed shall be canceled and any undivided fractional
interest in the Trust extinguished.
Any amounts paid on redemption representing interest shall be
withdrawn from the Income Account for such Trust, to the extent
that funds are available for such purpose, then from the
Principal Account. All other amounts paid on redemption shall
be withdrawn from the Principal Account for such Trust. The
Trustee is empowered to sell Securities for a Trust in order to
make funds available for the redemption of Units of such Trust.
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Reference is made to the statements in answer to Item 10(d)
above for additional information.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Interest or dividends received by each Trust, including any
portion of the proceeds from a disposition of Securities which
represents accrued interest, is credited by the Trustee to the
Income Account for such Trust. All other receipts are credited
by the Trustee to a separate Principal Account for the Trust.
The Trustee normally has no cash for distribution to
Unitholders until it receives interest or dividend payments on
the Securities comprising the Trust. Since interest or
dividends usually are paid quarterly or semi-annually (monthly
in the case of GNMA Securities), during the initial months of
the Trust, the Income Account of each Trust, consisting of
accrued but uncollected interest or dividends and collected
interest or dividends (cash), will be predominantly the
uncollected accrued interest or dividends that is not available
for distribution. Thereafter, assuming the Trust retains its
original size and composition, after deduction of the fees and
expenses of the Trustee, the Depositor and Evaluator and
reimbursements (without interest) to the Trustee for any
amounts advanced to a Trust, the Trustee will normally
distribute on each income distribution date (the fifteenth of
the month) or shortly thereafter to Unitholders of record of
such Trust on the preceding record date (which is the first day
of each month).
In connection with GNMA Trusts only, the terms of the Ginnie
Mae Securities provide for payment to the holders thereof
(including a GNMA Trust) on the 15th day of each month of
amounts collected by or due to the Issuers thereof with respect
to the underlying mortgages during the preceding month. The
Trustee will collect the interest due a GNMA Trust on the
Securities therein as it becomes payable and credit such
interest to a separate Income Account for such GNMA Trust
created by the Trust Agreement. Distributions will be made to
each Unitholder of record of a GNMA Trust on the appropriate
distribution date and will consist of an amount substantially
equal to each Unitholders pro rata share of the cash balances,
if any, in the Income Account and the Principal Account of such
GNMA Trust, computed as of the close of business or the
preceding record date.
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(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Unitholders of a Trust may elect to have distributions of
principal (including capital gains, if any) or
interest/dividends or both automatically invested without
charge in shares of certain mutual funds which are registered
in such Unitholder's state of residence and are distributed the
Depositor or an affiliate of the Depositor. In addition,
Unitholders of certain Trusts may elect to have distributions
of principal (including capital gains, if any) or
interest/dividends or both automatically invested in additional
Units of such Trusts either without charge or subject to a
reduced sales charge.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the
manner of handling the same.
The Trustee may withdraw from the Principal Account or the
Income Account of any Trust such amounts, if any, as it deems
necessary to establish a reserve for any taxes or other
governmental charges or other extraordinary expenses payable
out of the Trust. Amounts so withdrawn shall be credited to a
separate account maintained for a Trust known as the Reserve
Account and shall not be considered a part of the Trust when
determining the value of the Units until such time as the
Trustee shall return all or any part of such amounts to the
appropriate account upon a determination by the Trustee that
such reserve amounts are no longer necessary.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for
each such distribution the aggregate amount and amount per share.
If distributions from sources other than current income have been
made, identify each such other source and indicate whether such
distribution represents the return of principal payments to
security holders. If payments other than cash were made, describe
the nature thereof, the account charged and the basis of
determining the amount of such charge.
Not applicable.
19. Describe the procedure with respect to the keeping of records and
accounts of the Trust, the making of reports and the furnishing of
information to security holders, and the substance of the provision
of any indenture or agreement pertaining thereto.
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In accordance with the Trust Agreements, the Trustee shall
keep proper books of record and account of all transactions at
its office for each Trust. Such books and records shall
include the name and address of, and the number of Units of a
Trust held by, every Unitholder. Such books and records shall
be open to inspection by any Unitholder at all reasonable times
during usual business hours. The Trustee shall make such
annual or other reports as may from time to time be required
under any applicable state or federal statute, rule or
regulation. The Trustee shall keep a certified copy or
duplicate original of the Trust Agreements on file in its
office available for inspection at all reasonable times during
usual business hours by any Unitholder, together with a current
list of the Securities held in each Trust.
With each distribution, the Trustee will furnish or cause to be
furnished to each Unitholder a statement of the amount of
income and the amount of other receipts, if any, which are
being distributed, expressed in each case as a dollar amount
per unit.
The accounts of each Trust are required to be audited annually,
at the Trust's expense, by independent auditors designated by
the Depositor, unless the Depositor determines that such an
audit would not be in the best interest of the Unitholders of
such Trusts. The accountant's report will be furnished by the
Trustee to any Unitholder of such Trust upon written request.
Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was the Unitholder of the
Trust, a statement, covering the calendar year, setting forth
the applicable Trust:
(a) As to the Income Account: (1) the amount of interest or
dividends received on the Securities; (2) the amount paid from
the Income Account representing accrued interest of any Units
redeemed; (3) the deductibles from the Income Account for
applicable taxes, if any, fees and expenses (including auditing
fees) of the Trustee, the Depositor, the Evaluator, and, if
any, of bond counsel; (4) any amounts credited by the Trustee
to the Reserve Account; (5) the net amount remaining after such
payments and deductions, expressed both as a total dollar
amount and a dollar amount per Unit outstanding on the last
business day of such calendar year; and
(b) As to the Capital Account: (1) the dates of the maturity,
liquidation or redemption of any of the Securities and the net
proceeds received therefrom excluding any portion credited to
the Income Account; (2) the amount paid from the Capital
Account representing the principal of any Units redeemed; (3)
the deductions from the Capital Account for payment of
applicable taxes, if any, fees and expenses (including auditing
fees) of the Trustee, the Depositor, the Evaluator, and, if
any, of bond counsel; (4) the amount of when issued interest
treated as a return of capital, if any; (5) any amounts
credited by the Trustee to the Reserve Account; and (6) the net
amount remaining after distributions of principal and
deductions expressed both as a dollar amount and as a dollar
amount per Unit outstanding on the last business day of the
calendar year; and
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(c) The following information: (1) a list of the Securities as of
the last business day of such calendar year; (2) the number of
Units outstanding on the last business day of such calendar
year; (3) the redemption price based on the last evaluation
made during such calendar year; and (4) the amount actually
distributed during such calendar year from the Interest and
Capital Accounts separately stated, expressed both as total
dollar amounts and as dollar amounts per Unit outstanding on
the record dates for each such distribution.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Reference is made to the information provided in answer to Item
10(f) above.
(b) The extension or termination of such indenture or agreement.
Reference is made to the information provided in answer to Item
10(f) above.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
See Item 20(d).
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
The Depositor upon receiving notice of resignation of the
Trustee is obligated to appoint a successor Trustee promptly.
If, upon such resignation, no successor Trustee has been
appointed and has accepted the appointment within 30 days after
notification, the retiring Trustee may apply to a court of
competent jurisdiction for the appointment of a successor. If
the Trustee becomes incapable of acting or is adjudged a
bankruptcy or insolvent, or a receiver or other public officer
shall take charge of its property or affairs, the Sponsor may
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remove the Trustee and appoint a successor by written
instrument. Notice of such removal and appointment shall be
mailed to each Unitholder by the Depositor. Upon the execution
of a written acceptance of such appointment by such successor
Trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor. The Trustee
shall be a corporation organized under the laws of the United
States, or any state thereof, which is authorized under such
laws to exercise trust powers. The Trustee shall have at all
times an aggregate capital, surplus and undivided profits of
not less than $5,000,000.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Reference is made to the information provided in answer to Item
20(f) below.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
If at any time the Depositor shall fail to perform any of its
duties under the Trust Agreements or shall become incapable of
acting and shall be adjudged a bankrupt or insolvent or shall
have its affairs taken over by public authorities, then the
Trustee may: (a) appoint a successor Depositor at rates of
compensation deemed by the Trustee to be reasonable and not
exceeding such reasonable amounts as may be prescribed by the
Securities and Exchange Commission, or (b) terminate the Trust
Agreements and liquidate the Trusts as provided therein, or (c)
continue to act as Trustee without terminating the Trust
Agreements.
The Depositor is liable for the performance of its obligations
arising from its responsibilities under the Trust Agreements,
but will be under no liability to the Unitholders for taking
any action or refraining from taking any action in good faith
pursuant to the Trust Agreements or for errors in judgment,
except in cases of its own negligence, bad faith or willful
misconduct. The Depositor shall not be liable or responsible
in any way for depreciation or loss incurred by reason of the
sale of any Securities.
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Not applicable.
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(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated
person of the foregoing. The following items should be covered:
(1) The name of each person who makes such agreements or
arrangements with security holders.
(2) The rate of interest payable on such loans.
(3) The period for which loans may be made.
(4) Costs or charges for default in repayment at maturity.
(5) Other material provisions of the agreement or arrangement.
Not applicable.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or affiliated
person of the foregoing and the aggregate amount of loans in default
at the end of the last fiscal year covered by financial statements
filed herewith.
Not applicable.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
The Depositor is liable for the performance of its obligations arising
from its responsibilities under the Trust Agreements, but will be under
no liability to the Unitholders for taking any action or refraining
from any action in good faith pursuant to the Trust Agreements or for
errors in judgment, except in cases of its own negligence, bad faith or
willful misconduct. The Depositor shall not be liable or responsible
in any way for depreciation or loss incurred by reason of the sale of
any Securities. The Trust Agreements provide that the Trustee shall be
under no liability for any action taken in good faith in reliance upon
prima facie properly executed documents or for the disposition of
moneys from Securities or Certificates except by reason of its own
negligence, bad faith or willful misconduct, nor shall the Trustee be
liable or responsible in any way for depreciation or loss incurred by
reason of the sale by the Trustee of any Securities. In the event that
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the Depositor has failed to act, the Trustee may act and shall not be
liable for any action taken by it in good faith. The Trustee shall not
be personally liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest
thereon. In addition, the Trust Agreements contain other customary
provisions limiting the liability of the Trustee. The Trustee and
Unitholders may rely on any evaluation furnished by the Evaluator and
shall have no responsibility for the act or receipt thereof The Trust
Agreements provide that the determinations made by the Evaluator shall
be in good faith upon the basis of the best information available to
it, PROVIDED, HOWEVER, that the Evaluator shall be under no liability
to the Trustee or Unitholders for errors in judgment, but shall be
liable only for its negligence, lack of good faith or willful
misconduct.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
None.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23, inclusive.
John Nuveen & Co. Incorporated, the Depositor, also serves as Evaluator
for the Trusts. For the evaluation of Securities in each Trust, the
Evaluator shall receive a fee, payable monthly, calculated on the basis
of an annual rate set forth under "Expense Information" in Prospectus
Part A, based upon the largest aggregate principal amount of Securities
in such Trust at any time during such monthly period.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
John Nuveen & Co. Incorporated ("NUVEEN") was founded in 1898 and is the
oldest and largest investment banking firm specializing in the
underwriting and distribution of tax-exempt securities and maintains
the largest research department in the investment banking community
devoted exclusively to the analysis of municipal securities. In 1961,
Nuveen began sponsoring the Nuveen Tax-Free Unit Trust and since that
time has issued more than $36 billion in tax-exempt unit trusts,
including over $12 billion in tax-exempt insured unit trusts. In
addition, Nuveen open-end and closed-end funds held approximately $35
billion in securities under management. 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 located in St.
Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member
of the National Association of Securities Dealers, Inc. and the
Securities Industry Association and has its principal offices located
in Chicago (333 West Wacker Drive) and New York (Swiss Bank Tower, 10
East 50th Street). Nuveen maintains 11 regional offices.
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26. (a) Furnish the following information with respect to all fees received
by the Depositor of the trusts in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith.
Not applicable, as no fees have been received by the Depositor
of the Trusts in connection with the exercise of any
functions or duties concerning Securities of the Trust.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment advisor
of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such
fee or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable, as no fees have been received by the Depositor
of the Trusts from any underlying investment company or any
affiliated person or investment advisor of such company.
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27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities therewith. If the depositor has caused to act in such named
capacities, state the date of and circumstances surrounding
such cessation.
Reference is made to the information provided in answer to
Items 16, 24 and 25.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practicable date the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding
with power to vote 5% or more of the outstanding voting securities
of the depositor.
AS AT MARCH 14, 1997
----------------------------------------------------------------------
Name and principal : Nature of relationship or affiliation with
business address : Depositor of the Trust
----------------------------------------------------------------------
Reference is made to Exhibit E attached hereto.
Ownership of all securities of the Sponsor:
100% of the voting securities of the Sponsor are owned by
The John Nuveen Company, which, in turn is approximately 78%
owned by The St. Paul Companies, Inc.
Ownership of all securities of the trust:
None at date hereof.
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Other companies of which each of the persons named above is
presently an officer, director or partner.
----------------------------------------------------------------------
Name and principal : : Nature of affiliaton
business address of : Nature of business of : with such other such
other company : such other company : company
----------------------------------------------------------------------
Reference is made to Exhibit E attached hereto.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the Sponsor.
----------------------------------------------------------------------
Name and principal : : Nature of affiliaton
business address of : Nature of business of : with such other such
other company : such other company : company
----------------------------------------------------------------------
Reference is made to Exhibit E attached hereto.
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting securities
of the depositor.
Reference is made to the information provided in answer to
Item 28(a) above.
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29 and 42,
who directly or indirectly controls the depositor.
None.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR
COMPENSATION OF OFFICERS OF DEPOSITOR
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration.
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(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries.
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
Not applicable.
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) The aggregate direct remuneration to directors; and
(b) Indirectly or through subsidiaries to directors.
Not applicable.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and
32) who received remuneration in excess of $10,000 during the last
fiscal year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33(a)): (1) Sales
managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical employees; and
(4) Others (Specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not applicable.
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COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and
(C) have been discounted, indicating by appropriate letter the status
with respect to each state.
(A) No sales of the Trust's securities are currently being made.
(B) The Depositor intends to qualify the Units for sale in a number of
states. The names of such states have not been determined but will
be as of the initial date of deposit of the Trusts.
(C) None.
36. If sales of the trust's securities have at any time since January 1, 1936,
been suspended for more than a month, describe briefly the reasons for
such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance where,
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc.
and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
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(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance where
subsequent to January 1, 1937, the authority to distribute securities
of the trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesman, etc., with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the
issuer of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(C).
Units will be sold through dealers who are members of the National
Association of Securities Dealers, Inc. Sales may be made to or
through dealers at prices which represent discounts from the public
offering price as set forth in the prospectus for the Trusts. Certain
commercial banks may make Units of the Trusts available to their
customers on an agency basis. The Depositor reserves the right to
change the dealer discounts set forth in the prospectus from time to
time. In addition to such discounts, the Depositor may, from time to
time, pay or allow an additional discount, in the form of cash or other
compensation, to dealers employing registered representatives who sell,
during a specified time period, a minimum dollar amount of Units of a
Trust and other unit investment Trusts created by the Depositor. The
difference between the discount and the sales charge will be retained
by the Depositor.
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INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
Reference is made to the answer to Item 25 above.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
See Item 39(a).
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities
of the trust and any other functions in connection therewith
exercised by such underwriter in such capacity or otherwise during
the period covered by the financial statements filed herewith.
Not applicable, as no fees have been received by the principal
underwriter of the Trust in connection with the exercise of
any functions concerning securities of the Trust during the
period in question.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
advisor of such company.
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
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41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to
the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
Reference is made to the information provided in answer to
Item 27 above.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person
in charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate
amount of compensation received by such salesmen in such year.
Not applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or
effecting transactions for the trust in the portfolio securities of
the trust.
Not applicable.
OFFERING PRICES OF ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for the purpose of determining the
offering price to the public of securities issued by the trust or
the evaluation of shares or interests in the underlying securities
acquired by the holder of a periodic payment plan certificate.
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(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load) and
(ii) after adding distributor's compensation (load).
Reference is made to the information stated in answer to
Item 10(d) above, as well as to the answer to Item 13(a).
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Not applicable.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering
is made.
Reference is made to the statements in answer to Item 13(c).
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) By whose action redemption rights were suspended.
(b) The number of days' notice given to security holders prior to
suspension of redemption rights.
(c) Reason for suspension.
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(d) Period during which suspension was in effect.
Not applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the date of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accruals for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities.
(6) Whether adjustments are made for fractions.
Redemption shall generally be made by the Trustee on the third business
day following the day on which a tender for redemption is received (the
"REDEMPTION DATE"), but in no case later than seven calendar days
following such Redemption Date, by payment of cash equivalent to the
redemption price for such Trust, as set forth below, multiplied by the
number of Units being redeemed. Any Units redeemed shall be canceled
and any undivided fractional interest in the Trust extinguished.
The redemption price for Units of each Trust is computed by the
Evaluator as of the evaluation time stated in the prospectus next
occurring after the tendering of a Unit for redemption and on any other
business day desired by:
(a) adding:
(1) the cash on hand in the Trust other than cash deposited in the
Trust to purchase Securities not applied to the purchase of
such Securities;
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(2) the aggregate value of each issue of the Securities (including
"when issued" contracts, if any) held in the Trust as determined
by the Evaluator on the basis of the bid side evaluation for
debt obligations, on the basis of the closing sale or bid prices
for equity securities and on the basis of the net asset values
for securities issued by investment companies (reference is made
to the information provided in answer to Items 13(a) and
44(a) above); and
(3) interest accrued and unpaid on Securities in the Trust as of the
date of computation;
(b) deducting therefrom:
(1) amounts representing any applicable taxes or governmental charges
payable out of the Trust and for which no deductions have been
previously made for the purpose of additions to the Reserve
Account described in Item 18(c);
(2) an amount representing estimated accrued expenses of the Trust
including but not limited to fees and expenses of the Trustee
(including legal and auditing fees and any insurance costs), the
Evaluator, the Depositor and Bond Counsel, if any;
(3) cash held for distribution to Unitholders of record as of the
business day prior to the evaluation being made; and
(4) other liabilities incurred by the Trust; and
(c) finally dividing the results of such computation by the number of
Units of the Trust outstanding as of the date thereof.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a certain percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming
Unitholder's tax identification number in the manner required by such
regulations. Any amount so withheld is transmitted to the Internal
Revenue Service and may be recovered by the Unitholder only when filing
a tax return.
(d) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest
practicable date.
Not applicable.
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PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance
of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with
respect to the purchase of underlying securities or interests in the
underlying securities from security holders who exercise redemption or
withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders.
State whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items
44 and 46. If any item of expenditure included in the determination of
the evaluation is not or may not be actually incurred or expended,
explain the nature of such item and who may benefit from the
transaction.
Reference is made to information provided in answer to Items 10(d),
44 and 46 above.
VI. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
(d) Name of governmental supervising or examining authority.
The Trustee is The Chase Manhattan Bank, a national banking association
with its principal executive office located at 270 Park Avenue, New
York, New York 10017 and its unit investment trust office at 4 New
York Plaza, New York, New York 10004-2413. The Trustee is subject to
supervision by the Comptroller of Currency, the Federal Deposit
Insurance Corporation and the Board of Governors of the Federal Reserve
System
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Reference is made to the information provided in answer to
Item 13(a).
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<PAGE>
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust and, if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
The fees and expenses owing to the Trustee are secured by a
lien on the Trust.
Reference is also made to the information provided in answer
to Item 13(a).
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the proceeds
of the policies must be put.
(f) The terms and manner of cancellation and of reinstatement.
(g) The method of determining the amount of premium to be paid by holders
of securities.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
Not applicable.
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VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection
by which particular portfolio securities must or may be eliminated
from assets of the trust or must or may be replaced by other portfolio
securities. If an investment advisor or other person is to be
employed in connection with such selection, elimination or
substitution, state the name of such person, the nature of any
affiliation to the depositor, trustee or custodian and any
principal underwriter, and the amount of remuneration to be received
for such services. If any particular person is not designated in the
indenture or agreement, describe briefly the method of selection of
such person.
Reference is made to the information provided in answer to
Item 16 above.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the
period covered by the financial statements filed herewith:
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or custodian
or any affiliated person of the foregoing were involved in the
transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
Not applicable.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(1) The grounds for elimination and substitution.
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(2) The type of securities which may be substituted for any
underlying security.
(3) Whether the acquisition of such substituted security or
securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a
policy of concentration of investment in a particular industry
or group of industries.
(4) Whether such substituted securities may be the securities of
another investment company.
(5) The substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in
this regard.
Reference is made to the information provided in answer
to Item 16 above.
(d) Furnish a description of any policy (exclusive of policies covered
by paragraphs (a) and (b) herein) of the trust which is deemed a
matter of fundamental policy and which is elected to be treated
as such.
Reference is made to the information provided in answer
to Item 16 above.
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the trust.
The Trusts will either be structured as grantor trusts or
"regulated investment companies" for federal income tax purposes.
(b) State whether the trust qualified for the last taxable year as
a regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention with
respect to such qualifications during the current taxable year.
The Trust was not in existence during the last taxable year;
however, some series of the Trust may elect to qualify as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954 (the "CODE"). Certain other
series will be structured so that they are not associations
taxable as corporations under the Code.
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VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series
of its securities:
Not applicable since information relates to registrant's past
10 fiscal years.
(Items 55, 56, 57 and 58 are inapplicable since they relate only to
periodic payment plan certificates.)
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS OF THE TRUST
Not Applicable.
FINANCIAL STATEMENTS OF THE DEPOSITOR
There shall be filed for each such person:
(1) A balance sheet as of the end of its last fiscal year.
(2) A profit and loss statement and a statement of surplus for the fiscal year
ending as of the date of the balance sheet filed.
To be supplied by Amendment.
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<PAGE>
EXHIBITS
The following Exhibits are filed herewith:
EXHIBIT A(1)(a)
Form of Trust Agreement between John Nuveen & Co. Incorporated, as
Depositor and Evaluator, and The Chase Manhattan Bank, as Trustee.
EXHIBIT A(1)(b)
Form of Standard Terms and Conditions of Trust between John Nuveen & Co.
Incorporated, as Depositor and Evaluator, and The Chase Manhattan Bank,
as Trustee.
EXHIBIT A(5)
Form of Certificate of Beneficial Interest (included in Exhibit A(1)(a)
filed herewith).
EXHIBIT A(6)
Certificate of Incorporation and By-laws, as amended, of John Nuveen & Co.
Incorporated. (Incorporated by reference to Form N-8B-2 (File No.
811-2198) filed on behalf of Nuveen Tax-Free Unit Trust, Series 37.)
EXHIBIT D
Preliminary prospectus.
EXHIBIT E
Information regarding Officers and Members of the Board of Directors of
John Nuveen & Co. Incorporated.
EXHIBIT P
Powers of attorney.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, JOHN
NUVEEN & CO. INCORPORATED, the depositor of the registrant, has caused this
registration statement to be duly signed on behalf of the registrant in the
City of Chicago, and State of Illinois on the 20th day of March, 1997.
NUVEEN UNIT TRUSTS
BY JOHN NUVEEN & CO. INCORPORATED,
Depositor
By: Gifford R. Zimmerman
-----------------------
Title: Vice President
(SEAL)
Attest: Morrison C. Warren
---------------------
Title: Assistant Secretary
<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
STANDARD TERMS AND CONDITIONS OF TRUST
FOR
NUVEEN UNIT TRUSTS SERIES 1
and subsequent Series
Effective: , 1997
Between
JOHN NUVEEN & CO. INCORPORATED
As Depositor
and
THE CHASE MANHATTAN BANK
As Trustee
______________________________
- ------------------------------------------------------------------------------
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<PAGE>
TRUST INDENTURE AND AGREEMENT
NUVEEN UNIT TRUST
TABLE OF CONTENTS
SECTION HEADING PAGE
Form of Certificates...................................................1
ARTICLE I DEFINITIONS..................................................5
ARTICLE II DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST; FORM AND
ISSUANCE OF CERTIFICATES; INSURED TRUST BOND INSURANCE.......8
Section 2.01. Deposit of Securities..................................8
Section 2.02. Acceptance of Trust...................................10
Section 2.03. Issue of Certificates.................................10
Section 2.04. Form of Certificates..................................11
Section 2.05. Uncertificated Form...................................11
Section 2.06. Separate Trusts.......................................11
Section 2.07. Insured Trust Corporate Bond Insurance................11
ARTICLE III ADMINISTRATION OF FUND.....................................12
Section 3.01. Initial Cost..........................................12
Section 3.02. Interest Account......................................13
Section 3.03. Principal Account.....................................13
Section 3.04. Reserve Account.......................................14
Section 3.05. Distributions.........................................14
Section 3.06. Distribution Statements...............................16
Section 3.07. Sale of Securities....................................18
Section 3.08. Refunding Securities..................................19
Section 3.09. Counsel...............................................20
Section 3.10. Notice and Sale by Trustee............................20
Section 3.11. Trustee Not to Amortize...............................20
Section 3.12. Liability of Depositor................................20
Section 3.13. Notice to Depositor...................................20
Section 3.14. Limited Replacement of Special Securities.............21
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ARTICLE IV EVALUATION, REDEMPTION, PURCHASE, TRANSFER OR INTERCHANGE
OF UNITS AND REPLACEMENT OF CERTIFICATES...................24
Section 4.01. Evaluation.............................................24
Section 4.02. Redemptions by Trustee; Purchases by Depositor.........25
Section 4.03. Transfer or Interchange of Certificates or Units
Held in Uncertificated Form............................28
Section 4.04. Certificates Mutilated, Destroyed, Stolen or Lost......29
Section 4.05. Compensation of Depositor..............................29
ARTICLE V TRUSTEE.....................................................30
Section 5.01. General Definition of Trustee's Liabilities,
Rights and Duties......................................30
Section 5.02. Books, Records and Reports.............................33
Section 5.03. Indenture and List of Securities on File...............33
Section 5.04. Compensation...........................................33
Section 5.05. Removal and Resignation of Trustee; Successor..........34
Section 5.06. Qualifications of Trustee..............................36
ARTICLE VI RIGHTS OF UNITHOLDERS.......................................36
Section 6.01. Beneficiaries of Trust.................................36
Section 6.02. Rights, Terms and Conditions...........................36
ARTICLE VII ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS.............37
Section 7.01. Amendments.............................................37
Section 7.02. Termination............................................37
Section 7.03. Construction...........................................39
Section 7.04. Registration of Units..................................39
Section 7.05. Written Notice.........................................39
Section 7.06. Severability...........................................39
Section 7.07. Dissolution of Depositor Not to Terminate..............39
__________________________
This Contents does not constitute part of the Indenture.
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<PAGE>
STANDARD TERMS AND CONDITIONS OF TRUST
FOR
NUVEEN UNIT TRUST SERIES 1
and subsequent Series
Effective , 1997
These Standard Terms and Conditions of Trust effective , 1997
are executed by and between John Nuveen & Co. Incorporated, as Depositor and
The Chase Manhattan Bank, as Trustee.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
INTRODUCTION
These Standard Terms and Conditions of Trust, effective ,
1997, shall be applicable to Nuveen Unit Trust Series 1 and all subsequent
Series established after the date of effectiveness hereof, as provided in
this paragraph. For Nuveen Unit Trust Series 1 and all subsequent Series
established after the date of effectiveness hereof to which these Standard
Terms and Conditions of Trust, effective , 1997, are to be
applicable, the Depositor and the Trustee shall execute a Trust Indenture and
Agreement, incorporating by reference these Standard Terms and Conditions of
Trust, effective , 1997, and designating any exclusion from or
exception to such incorporation by reference for the purposes of that Series
or variation of the terms hereof for the purposes of that Series and
specifying for that Series and for each Trust in such Series (i) the
Securities deposited in trust, (ii) the fractional undivided interest
represented by each Unit and (iii) the number of Units of the Trust.
WHEREAS, for those Units which at any time or from time to time may be
held in certificated form, the form of the certificates of ownership in the
respective Trusts ("CERTIFICATES") shall be substantially as follows:
No. ____ CERTIFICATE OF OWNERSHIP Units _____
Description of Trust Plan of Distribution ______
CUSIP _________________
<PAGE>
This is to certify that _______________________________________ is the
owner and registered holder of this Certificate evidencing the ownership of
________________ units of undivided interest in the above-named Trust created
pursuant to the Trust Indenture and Agreement between John Nuveen & Co.
Incorporated and The Chase Manhattan Bank (the "TRUSTEE"), a copy of which is
available at the office of the Trustee. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Indenture to which
the Holder of this Certificate by virtue of the acceptance hereof assents and
is bound, a summary of which Indenture is contained in the Prospectus
relating to the Trust. This Certificate is transferable and interchangeable
by the registered owner in person or by his duly authorized attorney at the
Trustee's office upon surrender of this Certificate properly endorsed or
accompanied by a written instrument of transfer and any other documents that
the Trustee may require for transfer, in form satisfactory to the Trustee and
payment of the fees and expense provided in the Indenture.
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IN WITNESS WHEREOF, John Nuveen & Co. Incorporated has caused this
Certificate to be executed in facsimile by its Chairman of the Board and The
Chase Manhattan Bank, as Trustee, has caused this Certificate to be executed
in facsimile in its corporate name by an authorized officer.
Date:
JOHN NUVEEN & CO. INCORPORATED,
Depositor
By______________________________________
THE CHASE MANHATTAN BANK, Trustee
By_______________________________________
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FORM OF ASSIGNMENT
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not
as tenants in common ______________________________
State
Additional abbreviations may also be used though not in the above list.
For Value Received, ________________________________ hereby sell, assign and
transfer ____________ Units represented by this Certificate unto
_____________________________
SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE MUST BE PROVIDED
___________________________________________________________________________
and does hereby irrevocably constitute and appoint
_____________________________________________________, attorney, to transfer
said Units on the books of the Trustee, with full power and substitution in
the premises.
Dated: _____________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the Certificate in every particular,
without alteration or enlargement or any
change whatever.
SIGNATURE(S) GUARANTEED BY
_________________________________
Firm or Bank
_________________________________
Authorized Signature
Signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP")
or such other guarantee program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee.
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ARTICLE I
DEFINITIONS
SECTION 1.01. Whenever used in this Indenture the following words and
phrases, unless the context clearly indicates otherwise, shall have the
following meanings:
(1) "SECURITIES" shall mean such of the corporate debt obligations (the
"CORPORATE BONDS"); taxable, mortgage backed securities of the modified
pass through type guaranteed by the Government National Mortgage
Association and backed by the full faith and credit of the United States
(the "GINNIE MAES" or "GINNIE MAE SECURITIES"); and/or U.S. Treasury
bonds which may included zero coupons Treasury obligations, i.e.,
Treasury obligations which accrue but do not pay interest currently, are
sold at a discount from principal value and represent an obligation to
receive the principal value thereof at a future date (the "TREASURY
OBLIGATIONS"); including delivery statements relating to "when, as and
if issued" and/or "regular-way" contracts, if any, for the purchase of
certain securities and certified or bank check(s) or letter(s) of credit
sufficient in amount or availability required for such purchase,
deposited in irrevocable trust and listed in Schedule A of the Trust
Agreement, and any obligations received in exchange, substitution or
replacement for such obligations pursuant to Sections 3.08 and 3.14
hereof, as may from time to time continue to be held as part of the
Trust Fund. Only zero coupon Treasury Obligations which, if
certificated, are or may be registered and held by the Trustee in book
entry form on the registration books of a bank or clearing house which
it is authorized to use a custodian of assets of a unit investment trust
pursuant to the Investment Company Act of 1940 shall be eligible for
deposit in any Trust.
(2) "BOOK ENTRY DEALER" shall mean those dealers including banks, trust
companies and other investment advisers for whose customers the
Depositor executes and confirms trades, and broker/dealers that clear
trades in Units through the Depositor, through whom purchasers of Units
will automatically be book entry Unitholders.
(3) "BOOK ENTRY POSITION" shall mean any position in Units of a Trust
which ownership is recorded on the books of the Trustee which notation
evidences ownership of an undivided fractional Interest in a Trust in
book entry form.
(4) "BOOK ENTRY POSITION CONFIRMATION" shall mean the notice sent out
by the Depositor to a purchaser of Units through a Book Entry Dealer, or
a Unitholder who converts certificated Units to a Book Entry Position
which confirms such purchase or conversion.
(5) "BOOK ENTRY UNITHOLDER" shall mean the registered holder of any
Book Entry Position as recorded on the books of the Trustee, his legal
representatives and heirs and the successors of any corporation,
partnership or other legal entity which is a registered holder of any
Book Entry Position and as such shall be deemed a beneficiary of the
related Trust created by this Indenture to the extent of his pro rata
share thereof.
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<PAGE>
(6) "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or,
in the City of New York, a legal holiday or a day on which banking
institutions are authorized by law to close.
(7) "CERTIFICATE" shall mean any one of the certificates executed by
the Trustee and the Depositor evidencing ownership of an undivided
fractional interest in a Trust.
(8) "CERTIFICATED UNITHOLDER" shall mean the registered holder of any
Certificate, his legal representatives and heirs and the successors of
any corporation, partnership or other legal entity which is a registered
holder of any Certificate and as such shall be deemed a beneficiary of
the related Trust created by this Indenture to the extent of his pro
rata share thereof.
(9) "DEPOSITOR" shall mean John Nuveen & Co. Incorporated and its
successors in interest, or any successor depositor as hereinafter
provided for.
(10) "ELIGIBLE BOOK ENTRY UNITHOLDER" shall have the meaning ascribed to
such term in Section 4.02 of this Indenture.
(11) "INDENTURE" shall mean this Standard Terms and Conditions of Trust
as originally executed or, if amended as hereinafter provided, as so
amended, together with the Trust Indenture and Agreement creating a
particular series of the Fund.
(12) "INSURANCE" shall mean the contract or contracts or policy or
policies of insurance guaranteeing the payment when due of the principal
of and interest on the Corporate Bonds (except Corporate Bonds held
pursuant and subject to this Indenture which are insured by individual
policies of insurance issued by the Municipal Bond Insurance Association
("MBIA") or the MBIA Insurance Corporation (the "CORPORATION") which
have been obtained by the issuers or underwriters of such Corporate
Bonds (the "PRE-INSURED BONDS")) held pursuant and subject to this
Indenture, together with the proceeds, if any, thereof payable to or
received by the Trustee for the benefit of each Insured Trust in the
Fund and the respective Unitholders thereof.
(13) "INSURED TRUST" shall mean any separate trust created by this
Indenture, each Corporate Bond contained in the portfolio of which is
either a Pre-Insured Bond or guaranteed by insurance obtained by the
Depositor from the Insurer.
(14) "INSURER" shall mean the MBIA Insurance Corporation (the
"CORPORATION"), its successors and assigns, having its headquarters in
Armonk, New York, and issuing the contracts or policies of insurance
protecting the owners of the Bonds against nonpayment when due of the
principal thereof and interest thereon (except for Pre-Insured Bonds).
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<PAGE>
(15) "NEW BONDS" shall have the meaning ascribed to such term in Section
3.14 of this Indenture.
(16) "PROSPECTUS" shall mean the prospectus relating to the Trust Fund
filed with the Securities and Exchange Commission pursuant to Rule
497(b) under the Securities Act of 1933, as amended, in the form first
used to confirm sales of Units.
(17) "TELEPHONE REDEMPTION AUTHORIZATION FORM" shall mean any form
approved by the Trustee for use by Book Entry Unitholders redeeming
1,000 Units or less.
(18) "TRUST" or "TRUSTS" shall mean the separate trust or trusts created
by this Indenture, the Securities constituting the portfolios of which
are listed in the various separate Schedules attached to the Trust
Agreement.
(19) "TRUST AGREEMENT" shall mean the Trust Indenture and Agreement for
the particular series of the Fund into which this Standard Terms and
Conditions is incorporated.
(20) "TRUSTEE" shall mean The Chase Manhattan Bank, or any successor
trustee as hereinafter provided for.
(21) "TRUSTEE'S OFFICE" shall mean the office of the Trustee specified
in the Prospectus or any other office that the Trustee may from time to
time designate as the principal office where its unit trust business
shall be conducted.
(22) "TRUST FUND" or "FUND" shall mean the collective Trusts created by
this Indenture, which shall consist of all the Securities held pursuant
and subject to this Indenture together with all undistributed interest
received or accrued thereon, and any undistributed cash realized from
the sale, redemption, liquidation, or maturity thereof or the proceeds
of insurance received in respect thereof. Such amounts as may be on
deposit in the Reserve Account hereinafter established shall be excluded
from the Trust Fund.
(23) "UNIT" in respect of any Trust shall mean the fractional undivided
interest in and ownership of the Trust equal initially to the fraction
specified in "Performance Information" in the Prospectus, the numerator
of which is one and the denominator of which shall be (1) increased by
the number of any additional Units issued pursuant to Section 2.01
hereof and (2) decreased by the number of any such Units redeemed as
provided in Section 4.02.
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<PAGE>
(24) "UNITHOLDER" shall mean any Book Entry Unitholder or any
Certificated Unitholder.
(25) Words importing singular number shall include the plural number in
each case and vice versa, and words importing person shall include
corporations and associations, as well as natural persons.
(26) The words "HEREIN", "HEREBY", "HEREWITH", "HEREOF", "HEREINAFTER",
"HEREUNDER", "HEREINABOVE", "HEREAFTER", "HERETOFORE" and similar words
or phrases of reference and association shall refer to this Indenture in
its entirety.
ARTICLE II
DEPOSIT OF BONDS; ACCEPTANCE OF TRUST; FORM AND ISSUANCE
OF CERTIFICATES; INSURED TRUST BOND INSURANCE
SECTION 2.01. DEPOSIT OF SECURITIES. (a) The Depositor, on the date of
the Trust Agreement, has deposited with the Trustee in trust the Securities
listed in Schedule A to the Trust Agreement in bearer form or duly endorsed
in blank or accompanied by all necessary instruments of assignment and
transfer in proper form to be held, managed and applied by the Trustee as
herein provided. The Depositor agrees to pay the total purchase price of all
the Securities and shall deliver the Securities listed on said Schedule A to
the Trustee which were represented by delivery statements at the time of the
execution and delivery of the Trust Agreement within 90 days after said
execution and delivery, or if the contract to buy such Securities between the
Depositor and seller is terminated by the seller thereof for any reason
beyond the control of the Depositor, the Depositor shall forthwith take the
remedial action specified in Section 3.14.
(b) From time to time following the Initial Date of Deposit, the
Depositor is hereby authorized, in its discretion, to assign, convey to and
deposit with the Trustee additional Securities, in bearer form or duly
endorsed in blank or accompanied by all necessary instruments of assignment
and transfer in proper form (or Contract Obligations relating to such
Securities), to be held, managed and applied by the Trustee as herein
provided. In lieu of additional Securities or Contract Obligations
representing additional Securities, the Depositor may deposit with the
Trustee cash (or a letter of credit) in an amount equal to the valuation made
in accordance with Section 4.01 for the date of such deposit of the
additional Securities not delivered or represented by Contract Obligations
together with instructions to purchase such additional Securities. Each
deposit of additional Securities shall be made pursuant to a Notice of
Deposit of Additional Securities from the Depositor to the Trustee. The
Depositor, in each case, shall ensure that each deposit of additional
Securities pursuant to this Section shall be, as nearly as is practicable, in
the identical ratio as the Percentage Ratio for such Securities as is
specified in the Prospectus for the Trust and the Depositor shall ensure that
such Securities are identical to those deposited on the Initial Date of
Deposit. The Depositor shall obtain an opinion of counsel satisfactory to
the Depositor as to the validity of each deposit of additional Securities.
The Depositor shall deliver the additional Securities which were not
delivered concurrently with the deposit of additional Securities and which
were represented by Contract Obligations within 10 calendar days after such
deposit of additional Securities (the "ADDITIONAL SECURITIES DELIVERY
PERIOD"). If a contract to buy such Securities between the Depositor and
seller is terminated by the seller thereof for any reason beyond the control
of the Depositor or if for any other reason such Securities are not delivered
to the Trust by the end of the Additional Securities Delivery Period for such
deposit, the Trustee shall immediately draw on the Letter of Credit, if any,
in its entirety, apply the monies in accordance with Section 2.01(d), and the
Depositor shall forthwith take the remedial action specified in Section 3.14.
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If the Depositor does not take the action specified in Section 3.14 within
10 calendar days of the end of the Additional Securities Delivery Period, the
Trustee shall forthwith take the action specified in Section 3.14. If the
Depositor determines that Securities for whose purchase cash was deposited
with the Trustee cannot be acquired, the Depositor may proceed pursuant to
Section 3.14 in the same manner as if such Securities were Special
Securities. Instructions to purchase additional Securities shall be in
writing and shall specify the name, CUSIP number, if any, aggregate amount of
the Security to be purchased and price. The Trustee shall have no
responsibility or liability for any loss or depreciation resulting from any
purchase made pursuant to the Depositor's instructions and in the absence
thereof shall have no duty to purchase any Securities. The Trustee shall
have no responsibility for maintaining the composition of the Trust
portfolio. Cash delivered to the Trustee for purchase of additional
Securities pursuant to instructions of the Depositor shall be on deposit with
the Trustee and shall bear interest for the benefit of the Trust at the
Federal funds rate adjusted daily as reported in the New York Times under the
caption "Key Rates" less the cost to the Trustee of protecting such cash in
accordance with 12 C.F.R. Section 9.10 (or successor regulations), if the
Trustee is then required to so protect such cash.
(c) In connection with the deposits described in Section 2.01 (a) and
(b), the Depositor has, in the case of Section 2.01(a) deposits, and, prior
to the Trustee accepting a Section 2.01(b) deposit will, deposit cash and/or
Letter(s) of Credit in an amount sufficient to purchase the Contract
Obligations (the "PURCHASE AMOUNT") relating to Securities which are not
actually delivered to the Trustee at the time of such deposit, the terms of
which unconditionally allow the Trustee to draw on the full amount of the
available Letter of Credit. The Trustee may deposit such cash or cash drawn
on the Letter of Credit in a non-interest bearing account for the Trust.
(d) In the event that the purchase of Contract Obligations pursuant to
any contract shall not be consummated in accordance with said contract or if
the Securities represented by a Contract Obligation are not delivered to the
Trust in accordance with Section 2.01(a) or 2.01(b) and the monies, or, if
applicable, the monies drawn on the Letter of Credit, deposited by the
Depositor are not utilized for Section 3.14 purchases of New Securities, such
funds, to the extent of the purchase price of Failed Contract Obligations for
which no Replacement Security was acquired pursuant to Section 3.14, plus all
amounts described in the next succeeding two sentences, shall be credited to
the Principal Account and distributed pursuant to Section 3.05 to Unitholders
of record as of the Record Date next following the failure of consummation of
such purchase. The Depositor shall cause to be refunded to each Unitholder
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his PRO RATA portion of the sales charge levied on the sale of Units to such
Unitholder attributable to such Failed Contract Obligation. The Depositor
shall also pay to the Trustee, for distribution to the Unitholders, an amount
equal to the accrued interest (at the coupon rate of the Failed Securities)
to the date the Depositor notifies the Trustee that no Replacement Security
will be purchased or, in the absence of such notification, to the expiration
date for purchase of a Replacement Security specified in Section 3.14. Any
amounts remaining from monies drawn on the Letter of Credit which are not
used to purchase New Securities or are not used to provide refunds to
Unitholders shall be paid to the Depositor.
(e) The Trustee is hereby irrevocably authorized to effect registration
or transfer of the Securities in fully registered form to the name of the
Trustee or to the name of its nominee.
(f) In connection with and at the time of any deposit of additional
Securities pursuant to Section 2.01(b), the Depositor shall exactly replicate
Cash (as defined below) received or receivable by the Trust as of the date of
such deposit. For purposes of this paragraph, "Cash" means, as to the
Principal Account, cash or other property (other than Securities) on hand in
the Principal Account or receivable and to be credited to the Principal
Account as of the date of the deposit (other than amounts to be distributed
solely to persons other than holders of Units created by the deposit) and, as
to the Income Account, cash or other property (other than Securities)
received by the Trust as of the date of the deposit or receivable by the
Trust in respect of matured interest payments not received as of the date of
the deposit, reduced by the amount of any cash or other property received or
receivable on any Security allocable (in accordance with the Trustee's
calculation of the monthly distribution from the Income Account pursuant to
Section 3.05) to a distribution made or to be made in respect of a Record
Date occurring prior to the deposit. Such replication will be made on the
basis of a fraction, the numerator of which is the number of Units created by
the deposit and the denominator of which is the number of Units which are
outstanding immediately prior to the deposit.
SECTION 2.02. ACCEPTANCE OF TRUST: The Trustee hereby accepts the trust
herein created for the use and benefit of the Unitholders in the Trusts,
subject to the terms and conditions of this Indenture.
SECTION 2.03. ISSUE OF CERTIFICATES. The Trustee hereby acknowledges
receipt of the deposit referred to in Section 2.01 and simultaneously with
the receipt of said deposit has executed and delivered to or on the order of
the Depositor Certificates substantially in the form above recited or has
recorded on the books of each Trust for the account of the Depositor the
ownership of Units representing the ownership of the number of Units of each
Trust Fund specified in Part II of the Trust Agreement. The Trustee hereby
agrees that on the date of any Notice of Deposit of Additional Securities
pursuant to Section 2.01 of the Indenture, it shall acknowledge that the
additional Securities identified therein have been deposited with it by
recording on its books the ownership, by the Depositor or such other person
or persons as may be indicated by the Depositor, of the aggregate number of
Units to be issued in respect of such additional Securities so deposited, and
shall, if so requested, execute documentation substantially in the form above
recited representing the ownership of an aggregate number of those Units.
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SECTION 2.04. FORM OF CERTIFICATES. Each Certificate referred to in
Section 2.03 is, and each Certificate hereafter issued shall be, in
substantially the form hereinabove recited, numbered serially for
identification, in fully registered form, transferable only on the books of
the Trustee as herein provided, executed either manually or in facsimile by
an authorized signatory of the Trustee and in facsimile by the Chairman,
President or one of the Vice Presidents of the Depositor and dated the date
of execution and delivery by the Trustee.
SECTION 2.05. UNCERTIFICATED FORM. Units may also be held in
uncertificated form. Upon the issuance of Units in uncertificated form, the
Trustee shall provide to the registered owner within two business days after
the issuance, an initial transaction statement which sets forth a description
of the Fund, the number of Units issued, the name, address and taxpayer
identification number, if any, of the Unitholders and the date the issuance
was registered or setting forth those items as are required by Article 8 of
the Uniform Commercial Code currently in effect in the State of New York.
Unitholders evidenced by Certificates may at any time elect to have their
Units held in uncertificated form by surrendering their Certificates to the
Trustee for cancellation. At such time, an appropriate notation will be made
in the registration books of the Trust to indicate that the Units formerly
evidenced by such canceled Certificates are Units held in uncertificated
form. The Trustee shall, at the request of the holder of any Units held in
uncertificated form, issue a new Certificate to evidence such Units and at
such time make appropriate notation in the registration books of the Trust.
If the Prospectus so provides, Units will be held (i) solely in
uncertificated form or (ii) held in uncertificated form unless the Unitholder
submits a written request to the Trustee for the issuance of a Certificate.
SECTION 2.06 SEPARATE TRUSTS: The Trusts created by this Indenture are
separate and distinct trusts for all purposes and the assets of one trust may
not be commingled with the assets of any other nor shall the expenses of any
trust be charged against the other. The Certificates and/or Book Entry
Positions representing the ownership of Units of undivided fractional
interest in one Trust shall not be exchangeable for certificates or book
entry positions representing ownership of Units of undivided fractional
interest in any other Trust.
SECTION 2.07. INSURED TRUST CORPORATE BOND INSURANCE: Concurrently with
the delivery to the Trustee of the Corporate Bonds listed in the Schedules
for Insured Trusts attached to the Trust Agreement, the Insurer has delivered
to and deposited with the Trustee, a unit investment trust insurance policy
or policies (the "Insurance") to protect each Corporate Bond and the
Unitholders of the respective Insured Trust in which such Corporate Bond is
held against nonpayment of principal and interest when due on any such
Corporate Bond or Corporate Bonds (except for Pre-Insured Bonds).
The Trustee shall take all action deemed necessary or advisable in
connection with the Insurance to continue the Insurance in full force and
effect, all in such manner as in its sole discretion shall appear to result
in the most protection and least expense to each Insured Trust.
At all times during the existence of the Insured Trust, the Insurance
policies shall provide for payment by the Insurer to the Trustee of any
amounts of principal and interest due, but not paid, by the issuer of an
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insured Corporate Bond. The Trustee shall promptly notify the Insurer of any
nonpayment or threatened nonpayment of principal or interest and the Insurer
shall in accordance with the terms of the policies make payment to the
Trustee of all amounts of principal and interest at that time due, but not
paid.
Upon the making of any payment referred to in the preceding paragraphs,
the Insurer shall succeed to the rights of the Trustee under the Corporate
Bond or Corporate Bonds involved to the extent of the payments made.
Concurrently with the payment of any amounts by the Insurer occasioned by the
nonpayment of principal and/or interest by the issuer, the Trustee shall
execute and deliver to the Insurer any receipt, instrument or document
required to evidence the right of the Insurer to payment of principal and/or
interest under the Corporate Bond or Corporate Bonds involved to the extent
of the payments made by the Insurer to the Trustee.
The Trustee shall promptly notify the Corporation of any nonpayment of
principal of or interest on any Bonds and if the Corporation should fail to
make payment to the Trustee within 30 days after receipt of such notice, the
Trustee shall take all action against the Corporation and/or the issuer
deemed necessary to collect all amounts of principal and interest at that
time due, but not collected.
ARTICLE III
ADMINISTRATION OF FUND
SECTION 3.01. INITIAL COST: The expenses incurred in establishing a
Trust, including the cost of the initial preparation and typesetting of the
registration statement, prospectuses (including preliminary prospectuses),
the indenture, and other documents relating to a Trust, printing of
Certificates, Securities and Exchange Commission and state blue sky
registration fees, the costs of the initial valuation of the portfolio and
audit of a Trust, the initial fees and expenses of the Trustee, and legal and
other out-of-pocket expenses related thereto, but not including the expenses
incurred in the printing of preliminary prospectuses and final prospectuses,
expenses incurred in preparation and printing of brochures and other
advertising materials and any other selling expenses shall be borne by the
Trust, PROVIDED, HOWEVER, the Trust shall not bear such expenses in excess of
the amount shown in the Statements of Condition included in the Prospectus
for the Trust dated the date specified in the Trust Agreement, and any such
excess shall be borne by the Depositor. To the extent the funds in the
Interest and Principal Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 3.01, the Trustee shall
advance out of its own funds and cause to be deposited and credited to the
Interest Account such amount as may be required to permit payment of such
expenses. The Trustee shall be reimbursed for such advance in the manner
provided in Section 3.05, and the provisions of Section 5.04 with respect to
the reimbursement of disbursements for Trust expenses, including, without
limitation, the lien in favor of the Trustee therefor, shall apply to the
payment of expenses made pursuant to this Section. For purposes of
calculation of distributions under Section 3.05 and the addition provided in
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clause (d) of Section 4.01, the expenses borne by the Trust pursuant to this
Section shall be deemed to have been paid on the date specified in the Trust
Agreement and to accrue at a daily rate over the time period specified for
their amortization in the Prospectus, PROVIDED, HOWEVER, that nothing herein
shall be deemed to prevent, and the Trustee shall be entitled to, full
reimbursement for any advances made pursuant to this Section no later than
the termination of the Trust.
SECTION 3.02. INTEREST ACCOUNT: The Trustee shall collect the interest
on the Securities in each Trust as such becomes payable (including all
interest accrued but unpaid prior to the date of deposit of the Securities in
trust and including that part of the proceeds of the sale, liquidation,
redemption or maturity of any Securities or insurance thereon which
represents accrued interest thereon but not accrued original issue discount,
if any) and credit such interest to a separate account for each Trust to be
known as the "Interest Account". For purposes of this Indenture, interest to
be credited to the Interest Account shall not be deemed to include original
issue discount accrued or paid or any amounts accrued or paid in respect of
Stripped Obligations.
SECTION 3.03. PRINCIPAL ACCOUNT: (a) The Securities in each Trust and
all moneys (except moneys held by the Trustee pursuant to subsection (b)
hereof) other than amounts credited to the Interest Account, received by the
Trustee in respect of the Securities in each Trust, including insurance
thereon, shall be credited to a separate account for each Trust to be known
as the "Principal Account."
(b) Moneys and/or irrevocable letters of credit required to purchase
Contract Securities or to purchase Securities pursuant to the Depositor's
written instructions, or deposited to secure such purchases, are hereby
declared to be held specially by the Trustee for such purchases and shall not
be deemed to be part of the Principal Account until (i) the Depositor fails
to timely purchase a Contract Security and has not given the Failed Contract
Notice (as defined in Section 3.14) at which time the moneys and/or letters
of credit attributable to the Contract Security not purchased by the
Depositor shall be credited to the Principal Account; or (ii) the Depositor
has given the Trustee the Failed Contract Notice at which time the moneys
and/or letters of credit attributable to failed contracts referred to in such
Notice shall be credited to the Principal Account; PROVIDED, HOWEVER, that if
the Depositor also notifies the Trustee in the Failed Contract Notice that it
has purchased or entered into a contract to purchase a New Security (as
defined in Section 3.14), the Trustee shall not credit such moneys and/or
letters of credit to the Principal Account unless the New Security shall also
have failed or is not delivered by the Depositor within two business days
after the settlement date of such New Security, in which event the Trustee
shall forthwith credit such moneys and/or letters of credit to the Principal
Account. The Trustee shall in any case forthwith credit to the Principal
Account, to the extent of moneys, or moneys then available under any letter
of credit, deposited by the Depositor, and/or cause the Depositor to deposit
in the Principal Account, the difference, if any, between the purchase price
of the failed Contract Security and the purchase price of the New Security,
together with any sales charge and accrued interest applicable to such
difference (or applicable to the failed Contract Security if no New Security
is deposited) and distribute such moneys to Unitholders pursuant to Section
3.05.
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The Trustee shall give prompt written notice to the Depositor and the
Evaluator of all amounts credited to or withdrawn from the Principal Account
and the balance in such Account after giving effect to such credit or
withdrawal.
SECTION 3.04. RESERVE ACCOUNT: From time to time the Trustee shall
withdraw from the cash on deposit in the Interest Account or the Principal
Account of the appropriate Trust such amounts as it, in its sole discretion,
shall deem requisite to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of such Trust. Such amounts so
withdrawn shall be credited to a separate account for each Trust which shall
be known as the "Reserve Account." The Trustee shall not be required to
distribute to the Unitholders any of the amounts in the Reserve Account;
PROVIDED, HOWEVER, that if it shall, in its sole discretion, determine that
such amounts are no longer necessary for payment of any applicable taxes or
other governmental charges, then it shall promptly deposit such amounts in
the appropriate account.
SECTION 3.05. DISTRIBUTIONS: The Trustee, as of the Settlement Date set
forth in the Prospectus, shall advance from its own funds and shall pay to
the Depositor, as the sole Unitholder of record on the date of the Trust
Agreement, the amount of interest accrued on the Securities as of the date of
the Trust Agreement. The Trustee shall be entitled to reimbursement, without
interest, for such advancement from interest received by the respective
Trusts before any further distributions shall be made from the Interest
Account to Unitholders of the respective Trusts. The second distribution of
funds from the Interest Account of the respective Trusts shall be in the
amount as set forth for each Trust in the Prospectus and shall be made on the
date as indicated in the Prospectus (sometimes referred to herein as the
First General Record Date) to or upon the order of all Unitholders of record
of the respective Trusts as of the dates as indicated in the Prospectus. For
all subsequent monthly distributions to Unitholders of any Trust, the "RECORD
DATE" is hereby fixed to be those dates set forth in the Prospectus for each
Trust.
As of the first day of each month of each year commencing with the first
Record Date for each Trust indicated in the Prospectus, the Trustee shall
with respect to each Trust:
(a) deduct from the Interest Account or, to the extent funds are not
available in such Account, from the Principal Account and pay to itself
individually the amounts that it is at the time entitled to receive
pursuant to Sections 3.01 and 5.04;
(b) deduct from the Interest Account, or, to the extent funds are not
available in such Account, from the Principal Account and pay to the
Depositor the amount that it is at the time entitled to receive pursuant
to Section 4.05; and
(c) deduct from the Interest Account, or, to the extent funds are not
available in such Account, from the Principal Account and pay to
counsel, as hereinafter provided for, an amount equal to unpaid fees and
expenses, if any, of such counsel as certified to by the Depositor.
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On or shortly after the 15th day of each month in which a monthly
distribution is to be made as set forth in the Prospectus (the "DISTRIBUTION
DATE") commencing on the date for each Trust indicated in the Prospectus, the
Trustee shall, with respect to any Trust, distribute by mail to or upon the
order of each Unitholder of record of such trust as of the close of business
on the preceding Record Date at the post office address appearing on the
registration books of the Trustee such Unitholder's pro rata share of the
balance of the Interest Account of such Trust calculated as of the Record
Date for such monthly payment on the basis of one-twelfth of the estimated
annual interest income to such Trust for the ensuing twelve months, after
deduction of the estimated costs and expenses of such Trust to be incurred
during the twelve month period for which the interest income has been
estimated provided, however, that the first such distribution may be a
partial distribution.
In the event the amount on deposit in the Interest Account of any Trust
on a Distribution Date is not sufficient for the payment of the amount of
interest to be distributed on the basis of the aforesaid computation, the
Trustee shall advance out of its own funds and cause to be deposited in and
credited to such Interest Account such amount as may be required to permit
payment of the interest distribution to be made on such Distribution Date and
shall be entitled to be reimbursed, without interest, out of interest
received by such Trust subsequent to the date of such advance and subject to
the condition that any such reimbursement shall be made only under conditions
which will not reduce the funds in or available for the Interest Account to
an amount less than required for the next ensuing distribution of interest.
The Trustee's fee takes into account the costs attributable to the outlay of
capital needed to make such advances.
If the Trustee determines that an event has occurred as a result of
which there has resulted an excessive distribution from the Interest Account,
it shall reduce subsequent distributions so as to reconcile, as promptly as
practicable, the aggregate net income and distributions from such Account.
Distributions of amounts represented by the cash balance in the
Principal Account for each Trust shall be computed as of the dates as
indicated in the Prospectus. With respect to any Trusts to which paragraph
(c) of Section 3.14 is applicable, the cash balance of the Principal Account
shall not include amounts permitted to be reinvested in Reinvestment
Securities pursuant to such paragraph until the Depositor otherwise notifies
the Trustee in writing. On the fifteenth day of each month, in which such
computation is made, or within a reasonable period of time thereafter, the
Trustee shall distribute by mail to or upon the order of each Unitholder of
record at the close of business on the date of computation (the Record Date)
at his post office address such holder's pro rata share of the cash balance
of such Principal Account as thus computed. The Trustee shall not be
required to make a distribution from such Principal Account unless the cash
balance on deposit therein available for distribution shall be sufficient to
distribute at least 10 cents per Unit.
If the Depositor (i) fails to replace any failed Special Security (as
defined in Section 3.14), or (ii) is unable or fails to enter into any
contract for the purchase of any New Security in accordance with Section
3.14, the Depositor shall pay to the Trustee and the Trustee shall
distribute, to the extent of the monies credited to the Principal Account
pursuant to Section 3.03(b) or supplied by the Depositor pursuant to this
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Section, to all Unitholders of Units in the respective Trust the principal
and accrued interest (at the coupon rate of the relevant Security to the date
the Depositor is notified of the failure) and sales charge attributable to
such Special Securities at the next Distribution Date which is more than
thirty days after the expiration of the Purchase Period (as defined in
Section 3.14) or at such earlier time or in such manner as the Trustee in its
sole discretion deems to be in the best interest of the Unitholders.
If any contract for a New Security in replacement of a Special Security
shall fail, the Depositor shall pay to the Trustee and the Trustee shall
distribute to the extent of the monies credited to the Principal Account
pursuant to Section 3.03(b) or supplied by the Depositor pursuant to this
Section, the principal and accrued interest (at the coupon rate of the
relevant Special Security to the date the Depositor is notified of the
failure) and sales charge attributable to the Special Security to the
Unitholders of Units in the respective Trust at the next Distribution Date
which is more than thirty days after the date on which the contract in
respect of such New Security failed or at such earlier time or in such
earlier manner as the Trustee in its sole discretion determines to be in the
best interest of the Unitholders.
If, at the end of the Purchase Period, less than all moneys attributable
to a failed Special Security have been applied or allocated by the Trustee
pursuant to a contract to purchase New Securities, the Trustee shall
distribute the remaining moneys to Unitholders of Units in the respective
Trust at the next Distribution Date which is more than thirty days after the
end of the Purchase Period or at such earlier time thereafter as the Trustee
in its sole discretion deems to be in the best interest of the Unitholders.
The amounts to be so distributed to each Unitholder of a Trust shall be
that pro rata share of the balance of the Interest and Principal Accounts of
such Trust, computed as set forth above, as shall be represented by the Units
registered on the books of the Trustee in the name of such Unitholder.
In the computation of each such share, fractions of less than one cent
shall be omitted. After any such distribution provided for above, any cash
balance remaining in the Interest Account or the Principal Account of a Trust
shall be held in the same manner as other amounts subsequently deposited in
each of such Accounts, respectively.
For the purpose of distribution as herein provided, the holders of
record on the registration books of the Trustee at the close of business on
each Record Date shall be conclusively entitled to such distribution, and no
liability shall attach to the Trustee by reason of payment to any such
registered Unitholder of record. Nothing herein shall be construed to
prevent the payment of amounts from the Interest Account and the Principal
Account of a Trust to individual Unitholders by means of one check, draft or
other proper instrument, PROVIDED that the appropriate statement of such
distribution shall be furnished therewith as provided in Section 3.06 hereof.
SECTION 3.06. DISTRIBUTION STATEMENTS: With each distribution from the
Interest or Principal Accounts of a Trust the Trustee shall set forth, either
in the instrument by means of which payment of such distribution is made or
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in an accompanying statement, the amount being distributed from each such
account expressed as a dollar amount per Unit of such Trust except that such
information need not be furnished to a Unitholder who has waived receipt
thereof in writing.; In the event that the issuer or insurer of any of the
Securities in a Trust shall fail to make payment when due of any interest or
principal and such failure results in a change in the amount which would
otherwise be distributed as a monthly distribution, the Trustee shall, with
the first distribution relating to such Trust following such failure, set
forth in an accompanying statement (a) the name of the issuer and the
Security, (b) the amount of the reduction in the distribution per unit
resulting from such failure, (c) the percentage of the aggregate principal
amount of Securities which such Security represents and (d) to the extent
then determined, information regarding any disposition or legal action with
respect to such Security.
Within a reasonable period of time after the last business day of each
calendar year, the Trustee shall furnish to each person who at any time
during such calendar year was a Unitholder of a Trust a statement setting
forth, with respect to such calendar year and with respect to such Trust:
(A) as to the Interest Account:
(1) the amount of interest received on the Securities (including
amounts representing interest received upon any disposition of
Securities, penalties for failure to make timely payments on Securities
or liquidated damages for default on breach of any condition or term of
the Securities),
(2) the amounts paid for purchases of New Securities pursuant to
Section 3.14 and for redemptions pursuant to Section 4.02,
(3) the deductions for applicable taxes and fees and expenses of the
Trustee, the Depositor and counsel, and
(4) the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year;
(B) as to the Principal Account:
(1) payments of principal on Securities, if any,
(2) the dates of the sale, maturity, liquidation or redemption of any
of the Securities and the net proceeds received therefrom excluding any
portion thereof credited to the Interest Account,
(3) the amount paid for purchases of New Securities, Replacement
Securities or Reinvestment Securities pursuant to Section 3.14 and for
redemptions pursuant to Section 4.02,
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(4) the deductions for payment of applicable taxes and fees and
expenses of the Trustee and bond counsel, and
(5) the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year; and
(C) the following information:
(1) a list of the Securities as of the last business day of such
calendar year,
(2) the number of Units outstanding on the last business day of such
calendar year,
(3) the Unit Value based on the last evaluation of such Trust made
during such calendar year,
(4) the amounts actually distributed during such calendar year from
the Interest and Principal Accounts, separately stated, expressed both
as total dollar amounts and as dollar amounts per Unit outstanding on
the Record Dates for such distributions, and
(5) such other information as the Trustee may deem appropriate.
SECTION 3.07. SALE OF SECURITIES: If necessary, in order to maintain the
sound investment character of a Trust, the Depositor may direct the Trustee
to sell or liquidate Securities in such Trust at such price and time and in
such manner as shall be determined by the Depositor, provided that the
Depositor has determined that any one or more of the following conditions
exist:
(a) that there has been a default on such Securities in the payment
of principal or interest, or both, when due and payable;
(b) that any action or proceeding has been instituted in law or
equity seeking to restrain or enjoin the payment of principal or
interest on any such Securities, or that there exists any other legal
question or impediment affecting such Securities or the payment of debt
service on the same;
(c) that there has occurred any breach of covenant or warranty in any
resolution, ordinance, trust indenture or other document, which would
adversely affect either immediately or contingently the payment of debt
service on such Securities, or their general credit standing, or
otherwise impair the sound investment character of such Securities;
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(d) that there has been a default in the payment of principal of or
interest on any other outstanding obligations of an issuer of such
Securities;
(e) that, in the case of Trusts containing Treasury Obligations,
there has been a default in payment of interest or principal of other
obligations guaranteed or backed by the full faith and credit of the
United States of America;
(f) that the price of any such Securities has declined to such an
extent, or such other market or credit factor exists, so that in the
opinion of the Depositor the retention of such Securities would be
detrimental to such Trust and to the interest of the Unitholders thereof;
(g) that such Securities are the subject of an advanced refunding.
For the purposes of this Section 3.07(g), "an advanced refunding" shall
mean when refunding bonds are issued and the proceeds thereof are
deposited in irrevocable trust to retire the Bonds on or before their
redemption date;
(h) that as of any Record Date any of the Securities are scheduled to
be redeemed and paid prior to the next succeeding Distribution Date;
PROVIDED, HOWEVER, that as the result of such redemption the Trustee
will receive funds in an amount sufficient to enable the Trustee to
include in the distribution from the Principal Account on such next
succeeding Distribution Date at least $.50 per Unit; or
(i) that the sale of Securities is necessary or advisable (1) in
order to maintain the qualification of a Trust as a "Regulated
Investment Company" in the case of a Trust which has elected to qualify
as such, or (2) to make distributions from a Trust in order to avoid the
incurrance of excise taxes.
Upon receipt of such direction from the Depositor, upon which the
Trustee shall rely, the Trustee shall proceed to sell or liquidate the
specified Securities in accordance with such direction; PROVIDED, HOWEVER,
that the Trustee shall not sell or liquidate any Securities upon receipt of a
direction from the Depositor that it has determined that the conditions in
subdivision (h) above exist, unless the Trustee shall receive on account of
such sale or liquidation the full principal amount of such Securities, plus
the premium, if any, and the interest accrued and to accrue thereon to the
date of the redemption of such Securities. The Trustee shall not be liable
or responsible in any way for depreciation or loss incurred by reason of any
sale made pursuant to any such direction or by reason of the failure of the
Depositor to give any such direction, and in the absence of such direction
the Trustee shall have no duty to sell or liquidate any Securities under this
Section 3.07 except to the extent otherwise required by Section 3.10 of this
Indenture.
SECTION 3.08. REFUNDING SECURITIES: In the event that an offer shall be
made by an obligor of any of the Securities in a Trust to issue new
obligations in exchange and substitution for any issue of Securities pursuant
to a plan for the refunding or refinancing of such Securities, the Depositor
shall instruct the Trustee in writing to reject such offer and either to hold
or sell such Securities, except that if (1) the issuer is in default with
respect to such Securities or (2) in the opinion of the Depositor, given in
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writing to the Trustee, the issuer will probably default with respect to such
Securities in the reasonably foreseeable future, the Depositor shall instruct
the Trustee in writing to accept or reject such offer or take any other
action with respect thereto as the Depositor may deem proper. Any obligation
so received in exchange shall either be sold as provided in Section 3.07 or
deposited hereunder and shall be subject to the terms and conditions of this
Indenture to the same extent as the Securities originally deposited
hereunder. Within five days after such deposit, notice of such exchange and
deposit shall be given by the Trustee to each Unitholder of such Trust,
including an identification of the Securities eliminated and the bonds
substituted therefor.
SECTION 3.09. COUNSEL: The Depositor may employ from time to time as it
may deem necessary a firm of attorneys for any legal services that may be
required in connection with the disposition of underlying securities pursuant
to Section 3.07 or the substitution of any securities for underlying bonds as
the result of any refunding permitted under Section 3.08. The fees and
expenses of such counsel shall be paid by the Trustee from the Interest and
Principal Accounts of the applicable Trust as provided for in Section 3.05(c)
hereof.
SECTION 3.10. NOTICE AND SALE BY TRUSTEE: If at any time the principal
of or interest on any of the Securities shall be in default and not paid or
provision for payment thereof shall not have been duly made, either pursuant
to any Insurance thereon or otherwise, the Trustee shall notify the Depositor
thereof. If within thirty days after such notification the Depositor has not
given any instruction to sell or to hold or has not taken any other action in
connection with such Securities, the Trustee shall sell such Securities
forthwith, and the Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of such sale.
SECTION 3.11. TRUSTEE NOT TO AMORTIZE: Nothing in this Indenture, or
otherwise, shall be construed to require the Trustee to make any adjustments
between the Interest and Principal Accounts of any Trust by reason of any
premium or discount in respect of any of the Securities.
SECTION 3.12. LIABILITY OF DEPOSITOR: The Depositor shall be under no
liability to the Unitholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Indenture or for errors
in judgment, but shall be liable only for its own negligence, lack of good
faith or willful misconduct. The Depositor may rely in good faith on any
paper, order, notice, list, affidavit, receipt, opinion, endorsement,
assignment, draft or any other document of any kind prima facie properly
executed and submitted to it by the Trustee, counsel, or any other persons
pursuant to this Indenture and in furtherance of its duties.
SECTION 3.13. NOTICE TO DEPOSITOR: In the event that the Trustee shall
have been notified at any time of any action to be taken or proposed to be
taken by holders of the Securities (including but not limited to the making
of any demand, direction, request, giving of any notice, consent or waiver or
the voting with respect to any amendment or supplement to any indenture,
resolution, agreement or other instrument under or pursuant to which the
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Securities have been issued) the Trustee shall promptly notify the Depositor
and shall thereupon take such action or refrain from taking any action as the
Depositor shall in writing direct; PROVIDED, HOWEVER, that if the Depositor
shall not within five business days of the giving of such notice to the
Depositor direct the Trustee to take or refrain from taking any action, the
Trustee shall take such action as it, in its sole discretion, shall deem
advisable. Neither the Depositor nor the Trustee shall be liable to any
person for any action or failure to take action with respect to this Section
3.13.
SECTION 3.14. LIMITED REPLACEMENT OF SPECIAL SECURITIES; REPLACEMENT
SECURITIES. (a) If any contract in respect of Contract Securities in a Trust
other than a contract to purchase a New Security (as defined below),
including those purchased on a "when, as and if issued" basis, shall have
failed due to any occurrence, act or event beyond the control of the
Depositor or the Trustee (such failed Contract Securities being herein called
the "SPECIAL SECURITIES"), the Depositor shall notify the Trustee (such
notice being herein called the "FAILED CONTRACT NOTICE") of its inability to
deliver the failed Special Security to the Trustee after it is notified that
the Special Security will not be delivered by the seller thereof to the
Depositor. Prior to, or simultaneously with, giving the Trustee the Failed
Contract Notice, or within a maximum of twenty days after giving such Notice
(such twenty-day period being herein called the "PURCHASE PERIOD"), the
Depositor shall, if possible, purchase or enter into the contract, if any, to
purchase an obligation to be held as a Security hereunder (herein called the
"NEW SECURITY") as part of the Fund in replacement of the failed Special
Security, subject to the satisfaction of all of the following conditions in
the case of each purchase or contract to purchase:
(1) The New Securities (i) shall have a fixed maturity date (whether
or not entitled to the benefits of any sinking, redemption, purchase of
similar fund) substantially similar to, but not exceeding the date of
maturity of the Special Securities they replace, (ii) must be purchased
at a price that results in a current return as of the Date of Deposit at
least equal to that of the Special Securities they replace, (iii) must
be purchased at a price that results in a yield to maturity as of the
Date of Deposit of the Trust at least equal to that of the Special
Securities they replace, (iv) shall be payable as to principal and
interest in United States currency, (v) shall not be "when, as and if
issued" Securities, and (vi) shall be issued after July 18, 1984.
(2) Each New Security shall be rated at least "BBB" or better in the
case of the Insured Trusts and "A" or better in the case of other Trusts
by Standard & Poor's Ratings Services or "Baa" or better in the case of
the Insured Trusts and "A" or better in the case of other Trusts by
Moody's Investors Service, Inc., or comparably rated by any other
nationally recognized credit rating service rating debt obligations
which shall be designated by the Depositor and shall be satisfactory to
the Trustee.
(3) The principal amount of the New Securities (exclusive of accrued
interest) shall not exceed the principal attributable to the Special
Securities.
(4) With respect to the Insured Trusts, each New Security shall be
acceptable to the Insurer to be included under the respective Trust's
Insurance and will be so included upon acquisition by the Trust or, in
the case of a Trust in which all Securities are not insured by a
portfolio insurance policy but are Pre-Insured Securities, shall be a
Pre-Insured Security.
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(5) The Depositor shall promptly furnish a notice to the Trustee
(which may be part of the Failed Contract Notice) in respect of the New
Securities purchased or to be purchased that shall (i) identify the New
Securities, (ii) state that the contract to purchase, if any, entered
into by the Depositor is satisfactory in form and substance, and (iii)
state that the foregoing conditions of clauses (1) through (4) have been
satisfied with respect to the New Securities.
Upon satisfaction of the foregoing conditions with respect to any New
Security, the Depositor shall pay the purchase price for the New Security
from its own resources or, if the Trustee has credited any moneys and/or
letters of credit attributable to the failed Special Security to the
Principal Account of such Trust, the Trustee shall pay the purchase price of
the New Security upon directions from the Depositor from the moneys and/or
letters of credit so credited to the Principal Account. If the Depositor has
paid the purchase price and, in addition, the Trustee has credited moneys of
the Depositor to the Principal Account of such Trust, the Trustee shall
forthwith return to the Depositor the portion of such moneys that is not
properly distributable to Unitholders pursuant to Section 3.05.
Whenever a New Security is acquired by the Depositor pursuant to the
provisions of this Section 3.14, the Trustee shall, within five days
thereafter, mail to all holders of Units of the respective Trust notice of
such acquisition, including an identification of the failed Special Security
and the New Security acquired. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any
purchase made pursuant to any direction of the Depositor provided in this
Section 3.14, and in the absence of such direction the Trustee shall have no
duty to make any purchase. The Depositor shall not be liable for errors of
judgment in respect of this Section 3.14; PROVIDED, HOWEVER, that this
provision shall not protect the Depositor against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties hereunder. Notwithstanding
anything to the contrary in this Section 3.14, no substitution of New
Securities will be made unless the Depositor has received an opinion of
counsel that such substitution will not adversely affect the federal, state
or local income tax status of the Trust, if the principal amount of such New
Securities when added to all previously purchased New Securities in the Trust
exceeds 15% of the principal amount of Securities initially deposited in the
Trust.
(b) If the Trust has elected to be taxed as a Regulated Investment
Company, the Depositor may in writing from time to time direct the Trustee to
purchase, or to enter into contracts (which the depositor shall have approved
as satisfactory in form and substance) to purchase, obligations to be held as
Securities hereunder as a part of the Trust Fund (the "REPLACEMENT
SECURITIES") in respect of the moneys held in the Principal Account
representing the proceeds of Securities sold pursuant to Section 3.07 or
proceeds from the sale of Securities pursuant to Section 4.02 to the extent
that such proceeds are not required for the purpose of redemption of Units,
subject to the satisfaction of the following conditions in the case of each
such purchase or contract to purchase:
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(1) the Replacement Securities are substantially similar to the
Securities from which the proceeds in the Principal Account are derived;
(2) the Depositor has received an opinion of counsel that such purchase
will not adversely affect the status of the Trust under the Investment
Company Act of 1940, as amended; and
(3) the Depositor has given such written direction to the Trustee five
business days prior to the Record Date preceding the Distribution Date
on which such moneys would otherwise be distributed.
(c) If the Trust has elected to be taxed as a Regulated Investment
Company and if the Prospectus for the trust specifies that the reinvestment
of principal is permitted, from the Date of Deposit for such Trust until such
time as the Depositor notifies the Trustee in writing that such action is
impractical (the "REINVESTMENT PERIOD"), the Trustee shall, as directed by
the Depositor, enter into contracts (which the Depositor shall have approved
as satisfactory in form and substance) to purchase obligations to be held as
Securities hereunder as part of such trust (the "REINVESTMENT SECURITIES")
and shall pay for the same with the moneys held in the Principal Account
representing the payment or prepayment of principal on the underlying
Securities to the extent that such proceeds are not required for the purpose
of redemption of Units or other charges to the Principal Account then
pending. In giving such direction, the Depositor shall determine that the
Reinvestment Securities to be acquired pursuant to such contracts are
substantially similar to the Securities upon which the principal used to
purchase such Reinvestment Securities was received.
The Trustee may purchase the Reinvestment Securities for deposit in the
Trust Fund directly from market makers in such Securities or may retain the
Depositor or other brokers to purchase the Reinvestment Securities and pay
them usual and customary brokerage commissions for such transactions. Funds
remaining in the Principal Account subsequent to a purchase of Reinvestment
Securities will remain in such Account until such time as they can be
invested into additional Reinvestment Securities. During the reinvestment
period, amounts in the Principal Account which the Depositor determines and
so notifies the Trust in writing or via facsimile are (a) unable to be
invested into Reinvestment Securities or (b) are required to be distributed
for "regulated investment company" tax purposes shall be distributed on the
next Distribution Date, to Unitholders of record on the related Record Date.
At such time that the Depositor shall determine that the reinvestment of
cash from the Principal Account into Reinvestment Securities shall no longer
be practical, the Depositor shall notify the Trustee, in writing, that the
Reinvestment Period is terminated. Upon termination of the Reinvestment
Period, unreinvested amounts remaining in the Principal Account and amounts
subsequently credited to the Principal Account shall be distributed in
accordance with Section 3.05.
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(d) The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any purchase made pursuant to any
direction of the Depositor provided in this Section 3.14, and in the absence
of such direction the Trustee shall have no duty to make any purchase. The
Depositor shall not be liable for errors of judgment in respect of this
Section 3.14; provided, however, that this provision shall not protect the
Depositor against any liability to which it would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.
ARTICLE IV
EVALUATION, REDEMPTION, PURCHASE, TRANSFER OR
INTERCHANGE OF UNITS AND REPLACEMENT OF CERTIFICATES
SECTION 4.01. EVALUATION: The Trustee shall make an evaluation of each
Trust as of that time set forth in the Prospectus (the "EVALUATION TIME"),
(i) on the last business day of each of the months of June and December, (ii)
on the day on which any Unit of a respective Trust is tendered for
redemption, and (iii) on any other day desired by the Trustee or requested by
the Depositor. Such evaluations shall take into account and itemize
separately, (1) the cash on hand in the respective Trust (other than cash
declared held in trust to cover contracts to purchase securities) or moneys
in the process of being collected from matured interest coupons or securities
matured or called for redemption prior to maturity, (2) the value of each
issue of the Securities in the Trust, (3) interest accrued thereon not
subject to collection and distribution and (4) amounts representing
organizational expenses paid less accrued organizational expenses of a Trust.
In making the evaluations the Trustee may determine the value of each issue
of the Securities in the Trust by the following methods or any combination
thereof which it deems appropriate: (i) on the basis of current bid prices
of such Securities as obtained from investment dealers or brokers (including
the Depositor) who customarily deal in bonds comparable to those held by the
Trust, or (ii) if bid prices are not available for any of such Securities, on
the basis of bid prices for comparable securities, or (iii) by causing the
value of the Securities in the Trust to be determined by others engaged in
the practice of evaluating, quoting or appraising securities. For each such
evaluation there shall be deducted from the sum of the above (i) amounts
representing any applicable taxes or governmental charges payable out of the
Trust and for which no deductions shall have previously been made for the
purpose of addition to the Reserve Account of such Trust, (ii) amounts
representing accrued expenses of the Trust including but not limited to
unpaid fees and expenses of the Trustee, the Depositor and counsel, in each
case as reported by the Trustee to the Depositor on or prior to the date of
evaluation, and (iii) cash held for distribution to Unitholders of such Trust
of record, and required for redemption of Units tendered, as of a date prior
to the evaluation then being made. The value of the pro rata share of each
Unit of such Trust determined on the basis of any such evaluation shall be
referred to herein as the "Unit Value." Until the Depositor has informed the
Trustee that there will be no further deposits of Additional Securities
pursuant to Section 2.01(b), the Depositor shall provide the Trustee with
written estimates of (i) the total organizational expenses to be borne by the
Trust pursuant to Section 3.01, (ii) the total number of Units to be issued
in connection with the initial deposit and all anticipated deposits of
additional Securities and (iii) the period or periods over which such
expenses are to be amortized and the aggregate amount of expense to be
amortized during each such period. For purposes of calculating the Trust
Evaluation and Unit Value, the Trustee shall treat all such anticipated
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expenses as having been paid and all liabilities therefor as having been
incurred, and all Units as having been issued, in each case on the date of
the Trust Agreement, and, in connection with each such calculation, shall
take into account a pro rata portion of such expense and liability based on
the actual number of Units issued as of the date of such calculation. In the
event the Trustee is informed by the Depositor of a revision in its estimate
of total expenses or total Units or period of amortization and upon the
conclusion of the deposit of additional Securities, the Trustee shall base
calculations made thereafter on such revised estimates or actual expenses or
period of amortization, respectively, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.
The Depositor shall make an evaluation of each Trust as of the
Evaluation Time (i) on the last business day of each of the months of June
and December, (ii) on the day in which any Unit of such Trust is tendered for
redemption, and (iii) on any other day such an evaluation is desired by the
Trustee or is deemed necessary by the Depositor. Such evaluation shall be
made on the same basis as set forth in the preceding paragraph. The Trustee,
in lieu of making the evaluation provided in the preceding paragraph, may use
the evaluation made by the Depositor for all purposes of this Indenture,
except as provided in the following paragraph, and shall not be liable or
responsible, under any circumstances whatever, for its election to use the
Depositor's evaluation or for the accuracy or correctness thereof or for any
error or omission therein.
The Trustee shall also cause an evaluation of the Securities deposited
in each Trust to be made as of the Evaluation Time on the day preceding the
day on which said Securities are deposited under this Indenture by J.J. Kenny
Co., Inc., or such other evaluator as shall be specified by the Depositor.
Such evaluation shall be made on the same basis as set forth in the second
preceding paragraph except that it shall be based upon offering prices of
said Securities. The determination of the offering price of the Securities
so made shall be included in the Schedule attached to the Trust Agreement.
The Trustee shall not be liable or responsible, under any circumstances
whatever, for the accuracy or correctness of such evaluation or for the
selection of the evaluator making the same.
SECTION 4.02. REDEMPTIONS BY TRUSTEE; PURCHASES BY DEPOSITOR: A
Certificated Unitholder may redeem his Units by sending a written redemption
request and tendering his Certificate to the Trustee at the Trustee's Office.
Any individual Book Entry Unitholder redeeming 1,000 Units or less may do so
by telephone upon completion and submission to the Trustee of a Telephone
Redemption Authorization Form prior to the date of redemption (the "ELIGIBLE
BOOK ENTRY UNITHOLDERS"). All other Book Entry Unitholders must make their
redemption request in writing to the Trustee at the Trustee's Office, and may
do so by (i) completing the form on the reverse side of their Book Entry
Position Confirmation or (ii) sending a written redemption request which
includes (a) the tax identification number for the account, (b) the name and
address of the redeeming Unitholder, (c) a complete description of the Units
to be redeemed with the Trust number and payment option, (d) the number of
Units to be redeemed, (e) a notation that the Units are in Book Entry form
and (f) the number of Units remaining, if the redemption is a partial
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redemption. Any proper request for redemption made in one of the manners
provided for above shall be effected by the Trustee on the third business day
following the day on which such request for redemption is made (being herein
called the "REDEMPTION DATE"). Subject to payment by any redeeming
Unitholder of any tax or other governmental charges which may be imposed
thereon, such redemption is to be made by payment on the Redemption Date of
cash equivalent to the Unit Value, determined by the Trustee as of the
Evaluation Time set forth in the Prospectus, on the date of tender,
multiplied by the number of Units owned by the Unitholder plus a sum
equivalent to the amount of accrued interest which would have been payable on
such Units to, but not including, the third business day following the date
of tender (herein called the "REDEMPTION PRICE"). Unit redemption requests
received by telephone or in writing by the Trustee on any day after the
Evaluation Time set forth in the Prospectus will be treated by the Trustee as
received on the next day on which the New York Stock Exchange is open for
trading and will be deemed to have been received on such day for redemption
at the Redemption Price computed on that day.
The Trustee may in its discretion, and shall when so directed by the
Depositor, suspend the right of redemption for Units of a Trust or postpone
the date of payment of the Redemption Price therefor for more than three
business days following the day on which a proper request for redemption is
made in the manner provided for in this Section 4.02 (1) for any period
during which the New York Stock Exchange is closed other than customary
weekend and holiday closings or during which trading on the New York Stock
Exchange is restricted; (2) for any period during which an emergency exists
as a result of which disposal by such Trust of the Securities is not
reasonably practicable or it is not reasonably practicable fairly to
determine in accordance herewith the value of the Securities; or (3) for such
other period as the Securities and Exchange Commission may by order permit,
and shall not be liable to any person or in any way for any loss or damage
which may result from any such suspension or postponement.
Not later than the close of business on the day a proper request for
redemption in the manner provided for in this Section 4.02 by a Unitholder
other than the Depositor is received, the Trustee shall notify the Depositor
of such request. The Depositor shall have the right to purchase such Units
by notifying the Trustee of its election to make such purchase as soon as
practicable thereafter but in no event subsequent to the close of business on
the day on which the request for redemption of such Units was received. Such
purchase shall be made by payment for such Units by the Depositor to the
Unitholder not later than the close of business on the Redemption Date of an
amount equal to the Redemption Price which would otherwise be payable by the
Trustee to such Unitholder.
Any Unit so purchased by the Depositor may at the option of the
Depositor be tendered to the Trustee for redemption at the Trustee's Office
in the manner provided in the first paragraph of this Section 4.02.
If the Depositor does not elect to purchase any Unit of a Trust tendered
to the Trustee for redemption, or if a Unit is being tendered by the
Depositor for redemption, that portion of the Redemption Price which
represents interest shall be withdrawn from the Interest Account of such
Trust to the extent available. The balance paid on any redemption, including
accrued interest, if any, shall be withdrawn from the Principal Account of
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such Trust to the extent that funds are available for such purpose. If such
available balance shall be insufficient the Trustee shall sell such of the
Securities held in such Trust currently designated for such purposes by the
Depositor as the Trustee in its sole discretion shall deem necessary. Given
the minimum principal amount in which certain Securities may be required to
be sold, the proceeds of such sales may exceed the amount necessary for
payment of Units redeemed. Such excess proceeds shall be distributed pro
rata to all remaining Unitholders of record of such Trust Fund unless (i) the
Trust has elected to be taxed as a Regulated Investment Company and (ii) the
Depositor shall have notified the Trustee no later than five Business Days
prior to the next following Record Date that such excess proceeds shall be
reinvested as provided in Section 3.14; however, the Trustee shall not be
required to make a distribution from the Principal Account of the Trust Fund
unless the cash balance on deposit therein available for distribution shall
be sufficient to distribute at least the amount set forth in the related
Prospectus. In the event that funds are withdrawn from such Principal
Account for payment of accrued interest, such Principal Account shall be
reimbursed for such funds so withdrawn when sufficient funds are next
available in such Interest Account.
The Depositor shall maintain with the Trustee a current list of
Securities held in each Trust designated to be sold for the purpose of
redemption of Units of each Trust tendered for redemption and not purchased
by the Depositor, and for payment of expenses hereunder, provided that if the
Depositor shall for any reason fail to maintain such a list, the Trustee, in
its sole discretion, may designate a current list of Securities for such
purposes. The net proceeds of any sales of Securities from such list
representing principal shall be credited to the Principal Account of such
Trust and the proceeds of such sales representing accrued interest, if any,
but not accrued original issue discount, if any, shall be credited to the
Interest Account of such Trust.
Sales of Securities shall be made in such manner as the Trustee shall
determine will bring the best price obtainable for the Trust Fund, provided,
however, that sales shall be made in such manner, as the Trustee shall
determine, as will provide the Trustee with funds in an amount sufficient and
at the time necessary in order for it to pay the Redemption Price of Units
tendered for redemption, regardless of whether or not a better price could be
obtained if the Securities were sold without regard for the day on which the
proceeds of such sale would be received. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any
sale of Bonds made pursuant to this Section 4.02.
Certificates evidencing Units and the amount recorded in the
registration books of the Trust representing Units held in uncertificated
form redeemed pursuant to this Section 4.02 shall be canceled by the Trustee
and the Unit or Units evidenced by such Certificates or evidenced by such
records in the registration books of the Trust for Units held in
uncertificated form shall be terminated by such redemptions.
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When directed by the Depositor, the Trustee shall employ the Depositor
as its agent for the purpose of executing sales of Securities. The Depositor
will verify the Trustee's ownership of any Security prior to entering into a
contract for its sale. The Trustee shall have no liability for loss or
depreciation resulting from the Depositor's negligence or misconduct as such
agent.
Notwithstanding the foregoing, the Trustee is hereby authorized in its
discretion, but without obligation, in the event that the Depositor does not
elect to purchase any Unit tendered to the Trustee for redemption, or in the
event that a Unit is being tendered by the Depositor for redemption, in lieu
of redeeming such Unit, to sell such Unit in the over-the-counter-market for
the account of the tendering Unitholder at a price which will return to the
Unitholder an amount in cash, net after deducting brokerage commissions,
transfer taxes and other charges, equal to or in excess of the Redemption
Price which such Unitholder would otherwise be entitled to receive on
redemption pursuant to this Section 4.02. The Trustee shall pay to the
Unitholder the net proceeds of any such sale no later than the day the
Unitholder would otherwise be entitled to receive payment of the Redemption
Price hereunder.
SECTION 4.03. TRANSFER OR INTERCHANGE OF CERTIFICATES OR UNITS HELD IN
UNCERTIFICATED FORM. A Unit may be transferred by the registered holder
thereof by presentation and surrender of the Certificate or in the case of
Units held in uncertificated form, written transfer instructions in a form
satisfactory to the Trustee at the unit investment trust office of the
Trustee, properly endorsed or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Trustee and executed by
the Unitholder or his authorized attorney, whereupon a new registered
Certificate or Certificates or a new notation in the registration books of
the Trust for Units to be held in uncertificated form for the same number of
Units of the same Trust Fund executed by the Trustee and the Depositor will
be issued in exchange and substitution therefor. Certificates issued
pursuant to this Indenture are interchangeable for one or more other
Certificates in an equal aggregate number of Units of the same Trust and all
Certificates issued shall be issued in denominations of one Unit or any
multiple thereof as may be requested by the Unitholder. Unitholders may
exchange their Certificates for the same number of Units to be held in
uncertificated form as recorded in the registration books of the Trust. The
Trustee may deem and treat the person in whose name any Unit shall be
registered upon the books of the Trustee as the owner of such Unit for all
purposes hereunder and the Trustee shall not be affected by any notice to the
contrary, nor be liable to any person or in any way for so deeming and
treating the person in whose name any Unit shall be so registered.
Unitholders holding their Units in uncertificated form may at any time
request the Trustee to issue Certificates representing such Units. The
Trustee shall, upon receipt of such a request in a form satisfactory to it,
issue Certificates in denominations of one Unit or any multiple thereof as
may be requested by the Unitholders.
A sum sufficient to pay any tax or other governmental charge that may be
imposed in connection with any such transfer or interchange shall be paid by
the Unitholder to the Trustee. The Trustee may require a Unitholder to pay
$2.00 for each new Certificate issued on any such transfer or interchange.
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All Units canceled pursuant to this Indenture shall be disposed of by
the Trustee without liability on its part.
SECTION 4.04. CERTIFICATES MUTILATED, DESTROYED, STOLEN OR LOST: In case
any Certificate shall become mutilated or be destroyed, stolen or lost, the
Trustee shall execute and deliver a new Certificate or, at the Certificated
Unitholder's written request in a form satisfactory to the Trustee to
thereafter hold the Units in a Book Entry Position, enter an equivalent Book
Entry Position on the records of the Trustee pursuant to Section 4.03 in
exchange and substitution therefor upon the Unitholder's furnishing the
Trustee with proper identification and satisfactory indemnity, complying with
such other reasonable regulations and conditions as the Trustee may prescribe
and paying such expenses as the Trustee may incur. Any mutilated Certificate
shall be duly surrendered and cancelled before any new Certificate or Book
Entry Position shall be issued or recorded in exchange and substitution
therefor. Upon the issuance of any new Certificate or recording of any Book
Entry Position on the books of the Trustee a sum sufficient to pay any tax or
other governmental charge and the fees and expenses of the Trustee may be
imposed. Any such new Certificate issued or Book Entry Position recorded on
the books of the Trustee pursuant to this Section shall constitute complete
and indefeasible evidence of ownership of Units in the related Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.; In the event the related Trust has terminated
or is in the process of termination, the Trustee may, instead of issuing a
new Certificate or recording of a Book Entry Position in exchange and
substitution for any Certificate which shall have become mutilated or shall
have been destroyed, stolen or lost, make the distributions in respect of
such mutilated, destroyed, stolen or lost Certificate (without surrender
thereof except in the case of a mutilated Certificate) as provided in Section
7.02 hereof if the Trustee is furnished with such security or indemnity as it
may require to save it harmless, and in the case of destruction, loss or
theft of a Certificate, evidence to the satisfaction of the Trustee of the
destruction, loss or theft of such Certificate and of the ownership thereof.
SECTION 4.05. COMPENSATION OF DEPOSITOR: For services performed under
this Indenture in evaluating and for maintaining surveillance over the
Securities in each Trust, the Depositor shall be paid that amount per set
forth in the Prospectus. Such compensation shall be computed on the basis of
the greatest amount of such principal amount of Securities in each Trust at
any time during the period with respect to which such compensation is being
computed and may, from time to time, be adjusted provided that the total
adjustment upward does not, at the time of such adjustment, exceed the
percentage of the total increase, after the date hereof, in consumer prices
for services as measured by the United States Department of Labor Consumer
Price Index entitled "All Services Less Rent" or if such index no longer
exists, a comparable index. The consent or concurrence of any Unitholder
hereunder shall not be required for any such adjustment or increase. The
Depositor shall in addition be compensated for its costs incurred in
providing such other services to the Trust as the Trustee shall request.
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Such compensation shall be charged by the Trustee, upon receipt of invoice
therefor from the Depositor, against the Interest and Principal Accounts of
the respective Trusts on or before the Distribution Date on which such period
terminates. If the cash balances in the Interest and Principal Accounts of
any Trust shall be insufficient to provide for amounts payable pursuant to
this Section 4.05, the Trustee shall have the power to sell (i) Securities of
such Trust from the current list of Securities designated to be sold pursuant
to Section 4.02 hereof, or (ii) if no such Securities have been so designated
such Securities of such Trust as the Trustee may see fit to sell in its own
discretion, and to apply the proceeds of any such sale in payment of the
amounts payable pursuant to this Section 4.05. Any moneys payable to the
Depositor pursuant to this Section 4.05 shall be secured by a prior lien on
such Trust except that no such lien shall be prior to any lien in favor of
the Trustee under the provisions of Section 5.04.
ARTICLE V
TRUSTEE
SECTION 5.01. GENERAL DEFINITION OF TRUSTEE'S LIABILITIES, RIGHTS AND
DUTIES: The Trustee shall in its discretion undertake such action as it may
deem necessary at any and all times to protect each Trust and the rights and
interests of the Unitholders pursuant to the terms of this Indenture,
PROVIDED, HOWEVER, that the expenses and costs of such actions, undertakings
or proceedings shall be reimbursable to the Trustee from the Interest and
Principal Accounts of such Trust and the payment of such costs and expenses
shall be secured by a prior lien on such Trust.; In addition to and
notwithstanding the other duties, rights, privileges and liabilities of the
Trustee as otherwise set forth herein, the liabilities of the Trustee are
further defined as follows:
(a) All moneys deposited with or received by the Trustee hereunder
related to a Trust shall be held by it without interest in trust as part
of such Trust or the Reserve Account of such Trust until required to be
disbursed in accordance with the provisions of this Indenture and such
moneys will be segregated by separate recordation on the trust ledger of
the Trustee so long as such practice preserves a valid preference under
applicable law, or if such preference is not so preserved the Trustee
shall handle such moneys in such other manner as shall constitute the
segregation and holding thereof in trust within the meaning of the
Investment Company Act of 1940.
(b) The Trustee shall be under no liability for any action taken in
good faith on any appraisal, paper, order, list, demand, request,
consent, affidavit, notice, opinion, direction, evaluation, endorsement,
assignment, resolution, draft or other document whether or not of the
same kind prima facie properly executed, or for the disposition of
moneys, Bonds, Certificates or Book Entry Positions pursuant to this
Indenture, or in respect of any evaluation which it is required to make
or is required or permitted to have made by others under this Indenture
or otherwise, except by reason of its own negligence, lack of good faith
or willful misconduct, provided that the Trustee shall not in any event
be liable or responsible for any evaluation made by the Depositor. The
Trustee may construe any of the provisions of this Indenture, insofar as
the same may appear to be ambiguous or inconsistent with any other
provisions hereof, and any construction of any such provisions hereof by
the Trustee in good faith shall be binding upon the parties hereto.
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(c) The Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Indenture or for
the due execution hereof by the Depositor, or for the form, character,
genuineness, sufficiency, value or validity of any Securities (except
that the Trustee shall be responsible for the exercise of due care in
determining the genuineness of Securities delivered to it pursuant to
contracts for the purchase of such Securities) or for or in respect of
the validity or sufficiency of any Certificates or of the due execution
thereof by the Depositor, or for the payment by the Insurer of amounts
due under or the performance by the Insurer of its obligations in
accordance with the Insurance, and the Trustee shall in no event assume
or incur any liability, duty, or obligation to any Unitholder or the
Depositor other than as expressly provided for herein. The Trustee
shall not be responsible for or in respect of the validity of any
signature by or on behalf of the Depositor.
(d) The Trustee shall not be under any obligation to appear in,
prosecute or defend any action, which in its opinion may involve it in
expense or liability, unless as often as required by the Trustee, it
shall be furnished with reasonable security and indemnity against such
expense or liability, and any pecuniary cost of the Trustee from such
actions shall be deductible from and a charge against the Interest and
Principal Accounts of the affected Trust or Trusts. The Trustee shall
in its discretion undertake such action as it may deem necessary at any
and all times to protect the Trust and the rights and interests of the
Unitholders pursuant to the terms of this Indenture; PROVIDED, HOWEVER,
that the expenses and costs of such actions, undertakings or proceedings
shall be reimbursable to the Trustee from the Interest and Principal
Accounts, and the payment of such costs and expenses shall be secured by
a lien on the Trust prior to the interests of Unitholders.
(e) The Trustee may employ agents, attorneys, accountants and
auditors and shall not be answerable for the default or misconduct of
any such agents, attorneys, accountants or auditors if such agents,
attorneys, accountants or auditors shall have been selected with
reasonable care. The Trustee shall be fully protected in respect of any
action under this Agreement taken, or suffered, in good faith by the
Trustee, in accordance with the opinion of its counsel. The fees and
expenses charged by such agents, attorneys, accountants or auditors
shall constitute an expense of the Trustee reimbursable from the
Interest and Principal Accounts of the affected Trust as set forth in
Section 5.04 hereof.
(f) If at any time the Depositor shall fail to undertake or perform
any of the duties which by the terms of this Indenture are required by
it to be undertaken or performed, or such Depositor shall become
incapable of acting or shall be adjudged a bankrupt or insolvent, or a
receiver of such Depositor or of its property shall be appointed, or any
public officer shall take charge or control of such Depositor or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then in any such case, the Trustee may: (1) appoint a
successor depositor who shall act hereunder in all respects in place of
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such Depositor which successor shall be satisfactory to the Trustee, and
which may be compensated at rates deemed by the Trustee to be reasonable
under the circumstances, by deduction ratably from the Interest Accounts
of the affected Trusts or, to the extent funds are not available in such
Account, from the Principal Accounts of the affected Trusts but no such
deduction shall be made exceeding such reasonable amount as the
Securities and Exchange Commission may prescribe in accordance with
Section 26(a)(2)(C) of the Investment Company Act of 1940, or (2)
terminate and liquidate the affected Trust in the manner provided in
Section 7.02.
(g) If (i) the value of any Trust as shown by any evaluation by the
Trustee pursuant to Section 4.01 hereof shall be less than twenty per
cent (20%) of the aggregate principal amount of Securities initially
deposited in such Trust, or (ii) by reason of the Depositor's redemption
of Units of a Trust not theretofore sold, the net worth of the Trust is
reduced to less than forty per cent (40%) of the aggregate principal
amount of Securities initially deposited therein, the Trustee may in its
discretion, and shall when so directed by the Depositor, terminate this
Indenture and the trust created hereby insofar as they related to such
Trust and liquidate such Trust, all in the manner provided in Section
7.02.
(h) In no event shall the Trustee be liable for any taxes or other
governmental charges imposed upon or in respect of the Securities or
upon the interest thereon or upon it as Trustee hereunder or upon or in
respect of any Trust which it may be required to pay under any present
or future law of the United States of America or of any other taxing
authority having jurisdiction in the premises. For all such taxes and
charges and for any expenses, including counsel fees, which the Trustee
may sustain or incur with respect to such taxes or charges, the Trustee
shall be reimbursed and indemnified out of the Interest and Principal
Accounts of the affected Trust, and the payment of such amounts so paid
by the Trustee shall be secured by a prior lien on such Trust.
(i) No payment to a Depositor or to any principal underwriter (as
defined in the Investment Company Act of 1940) for the Trust or to any
affiliated person (as so defined) or agent of a Depositor or such
underwriter shall be allowed the Trustee as a expense except for payment
of such reasonable amounts as the Securities and Exchange Commission may
prescribe as compensation for performing bookkeeping and other
administrative services of a character normally performed by the Trustee.
(j) The Trustee except by reason of its own negligence or willful
misconduct shall not be liable for any action taken or suffered to be
taken by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture.
(k) The Trustee in its individual or any other capacity may become
owner or pledgee of, or be an underwriter or dealer in respect of,
stocks, bonds or other obligations issued by the same issuer (or an
affiliate of such issuer) or any obligor of any Bonds at any time held
as part of the Trust and may deal in any manner with the same or with
the issuer (or an affiliate of the issuer) with the same rights and
powers as if it were not the Trustee hereunder.
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(l) The Trust may include a letter or letters of credit securing the
purchase of Bonds pursuant to contracts deposited by the Depositor which
are issued by the Trustee in its individual capacity for the account of
the Depositor, and the Trustee may otherwise deal with the Depositor and
the Trustee with the same rights and powers as if it were not the
Trustee hereunder.
SECTION 5.02. BOOKS, RECORDS AND REPORTS: The Trustee shall keep proper
books of record and account of all the transactions of each Trust and Book
Entry Positions recorded on the books of the Trustee under this Indenture at
the Trustee's Office including a record of the name and address of, and the
Certificates issued by each Trust and held by, every Unitholder, and such
books and records of each Trust shall be open to inspection by any Unitholder
of such Trust at all reasonable times during the Trustee's usual business
hours.; The Trustee shall cause audited statements as to the assets and
income of each Trust to be prepared on an annual basis by independent public
accountants selected by the Depositor, PROVIDED, HOWEVER, (i) if the Sponsor
shall provide to the Trustee a written representation concluding that in the
best judgment of the Sponsor ceasing to prepare such annual audited statement
would not have a material adverse impact on the marketability of the Units in
the secondary market or (ii) if the cost to a Trust for preparation of such
statements shall exceed an amount equivalent to $.05 per Unit on an annual
basis then the Trustee shall not be required to have such statements prepared.
To the extent permitted under the Investment Company Act of 1940 as
evidenced by an opinion of counsel to the Depositor, the Trustee shall pay,
or reimburse to the Depositor or others, the costs of the preparation of
documents and information with respect to each Trust required by law or
regulation in connection with the maintenance of a secondary market in units
of each Trust. Such costs may include but are not limited to accounting and
legal fees, blue sky registration and filing fees, printing expenses and
other reasonable expenses related to documents required under Federal and
state securities laws.
The Trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute or rule or
regulation thereunder.
SECTION 5.03. INDENTURE AND LIST OF SECURITIES ON FILE: The Trustee
shall keep a certified copy or duplicate original of this Indenture on file
at its corporate trust office available for inspection at all reasonable
times during the Trustee's usual business hours by any Unitholder, together
with a current list of the Securities in each Trust.
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SECTION 5.04. COMPENSATION: For services performed under this Indenture,
the Trustee shall be paid at the rate specified in the Prospectus, provided,
however, that for services performed prior to the record date for the second
distribution from the Interest Account indicated under "Interest
Distribution" for each Trust in the Prospectus, the Trustee's compensation
shall be computed in respect of all Units outstanding at the rate specified
for the monthly plan of distribution. Such compensation with respect to each
Trust shall be computed on the basis of the largest principal amount of
Securities in such trust at any time during the period with respect to which
such compensation is being computed. The Trustee may periodically adjust the
compensation provided for pursuant to this paragraph in response to
fluctuations in short-term interest rates and average cash balances of the
Trust accounts (reflecting the cost to the Trustee of advancing funds to a
Trust to meet scheduled distributions and changes in anticipated earnings on
cash balances) and may, in addition, adjust such portion of its fee as is not
computed by reference to the cash balances in the Trust accounts in
accordance with the percentage of the total increase, after the date hereof,
in consumer prices for services as measured by the United States Department
of Labor Consumer Price Index entitled "All Services Less Rent" or, if such
index no longer exists, a comparable index. The consent or concurrence of
any Unitholder hereunder shall not be required for any such adjustment or
increase. Such compensation shall be charged by the Trustee against the
Interest and Principal Accounts of each Trust on or before the Distribution
Date on which such period terminates; PROVIDED, HOWEVER, that such
compensation shall be deemed to provide only for the usual, normal and proper
functions undertaken as Trustee pursuant to this Indenture. The Trustee
shall charge the Interest and Principal Accounts relating to such Trust for
any and all expenses, including the fees of counsel which may be retained by
the Trustee in connection with its activities hereunder and disbursements
incurred hereunder and any extraordinary services performed by the Trustee
hereunder relating to such Trust. The Trustee shall be indemnified ratably
by the affected Trust and held harmless against any loss or liability
accruing to it without negligence, bad faith or willful misconduct on its
part, arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses (including counsel fees) of
defending itself against any claim of liability in the premises. If the cash
balances in the Interest and Principal Accounts of the affected Trust shall
be insufficient to provide for amounts payable pursuant to this Section 5.04
the Trustee shall have the power to sell (i) Securities of the affected Trust
from the current list of Securities designated to be sold pursuant to Section
4.02 hereof, or (ii) if no such Securities have been so designated such
Securities of the affected Trust as the Trustee may see fit to sell in its
own discretion, and to apply the proceeds of any such sale in payment of the
amounts payable pursuant to this Section 5.04. The Trustee shall not be
liable or responsible in any way for depreciation or loss incurred by reason
of any sale of Securities made pursuant to this Section 5.04. Any moneys
payable to the Trustee pursuant to this Section shall be secured by a prior
lien on the affected Trust.
SECTION 5.05. REMOVAL AND RESIGNATION OF TRUSTEE; SUCCESSOR: The
following provisions shall provide for the removal and resignation of the
Trustee and the appointment of any successor trustee:
(a) The Trustee or any trustee or trustees hereafter appointed may
resign and be discharged of the trusts created by this Indenture, by
executing an instrument in writing resigning as Trustee of such trusts
and filing the same with the Depositor and mailing a copy of a notice of
resignation to all Unitholders then of record, not less than sixty days
before the date specified in such instrument when, subject to Section
5.05(e), such resignation is to take effect. Upon receiving such notice
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of resignation, the Depositor shall promptly appoint a successor trustee
as hereinafter provided, by written instrument, in duplicate, one copy
of which shall be delivered to the resigning Trustee and one copy to the
successor trustee. In case at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purposes of rehabilitation, conservation or
liquidation, then in any such case the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, one
copy of which shall be delivered to the Trustee so removed and one copy
to the successor trustee; provided that a notice of such removal and
appointment of a successor trustee shall be mailed by the Depositor to
each Unitholder then of record.
(b) Any successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Depositor and to the retiring Trustee an
instrument accepting such appointment hereunder, and such successor
trustee without any further act, deed or conveyance shall become vested
with all the rights, powers, duties and obligations of its predecessor
hereunder with like effect as if originally named Trustee herein and
shall be bound by all the terms and conditions of this Indenture. Upon
the request of such successor trustee, the Depositor and the retiring
Trustee shall, upon payment of any amounts due the retiring Trustee, or
provision therefor to the satisfaction of such retiring Trustee, execute
and deliver an instrument acknowledged by it transferring to such
successor trustee all the rights and powers of the retiring Trustee; and
the retiring Trustee shall transfer, deliver and pay over to the
successor trustee all Bonds and moneys at the time held by it hereunder,
together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and
such of the records or copies thereof maintained by the retiring Trustee
in the administration hereof as may be requested by the successor
trustee, and shall thereupon be discharged from all duties and
responsibilities under this Indenture. The retiring Trustee shall,
nevertheless, retain a lien upon all Bonds and moneys at the time held
by it hereunder to secure any amounts then due the retiring Trustee.
(c) In case at any time the Trustee shall resign and no successor
trustee shall have been appointed and have accepted appointment within
thirty days after notice of resignation has been received by the
Depositor, the retiring Trustee may forthwith apply to a court of
competent jurisdiction for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee.
(d) Any corporation into which any trustee hereunder may be merged or
with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which any trustee hereunder shall be a party,
shall be the successor trustee under this Indenture without the
execution or filing of any paper, instrument or further act to be done
on the part of the parties hereto, anything herein, or in any agreement
relating to such merger or consolidation, by which any such trustee may
seek to retain certain powers, rights and privileges theretofore
obtaining for any period of time following such merger or consolidation,
to the contrary notwithstanding.
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(e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in
subsection (b) hereof.
SECTION 5.06. QUALIFICATIONS OF TRUSTEE: The Trustee shall be a
corporation organized and doing business under the laws of the United States
or any state thereof, which is authorized under such laws to exercise
corporate trust powers and having at all times an aggregate capital, surplus,
and undivided profits of not less than $5,000,000.
ARTICLE VI
RIGHTS OF UNITHOLDERS
SECTION 6.01. BENEFICIARIES OF TRUST: By the purchase and acceptance or
other lawful delivery and acceptance of a Certificate of a Trust or the
purchase and acceptance of any Book Entry Position or other lawful delivery
and acceptance of such Book Entry Position including receipt of a Book Entry
Confirmation, the Unitholder (i) shall be deemed to be a beneficiary of such
Trust and vested with all right, title and interest in such Trust to the
extent of the Unit or Units or fraction thereof set forth and evidenced by
such Certificate or Book Entry Position and (ii) shall assent to and be bound
by the terms and conditions of this Indenture.
SECTION 6.02. RIGHTS, TERMS AND CONDITIONS: In addition to the other
rights and powers set forth in the other provisions and conditions of this
Indenture the Unitholders shall have the following rights and powers and
shall be subject to the ; following terms and conditions:
(a) A Unitholder may at any time prior to the termination of the
Trust tender his Units to the Trustee for redemption in accordance with
Section 4.02.
(b) The death or incapacity of any Unitholder shall not operate to
terminate this Indenture or the related Trust, nor entitle his legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court of competent jurisdiction for a partition or
winding up of the Trust Fund or the related Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of
them. Each Unitholder expressly waives any right he may have under any
rule of law, or the provisions of any statute, or otherwise, to require
the Trustee at any time to account, in any manner other than as
expressly provided in this Indenture, in respect of the Bonds or moneys
from time to time received, held and applied by the Trustee hereunder.
(c) No Unitholder shall have any right to vote or in any manner
otherwise control the operation and management of the Trust Fund, the
related Trust or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Unitholders from time
to time as partners or members of an association; nor shall any
Unitholder ever be under any liability to any third persons by reason of
any action taken by the parties to this Indenture, or any other cause
whatsoever.
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ARTICLE VII
ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS
SECTION 7.01. AMENDMENTS: This Indenture may be amended from time to
time by the parties hereto or their respective successors, without the
consent of any of the Unitholders (a) to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision contained herein; or (b) to make such
other provision in regard to matters or questions arising hereunder as shall
not adversely affect the interests of the Unitholders; PROVIDED, HOWEVER,
that the parties hereto may not amend this Indenture so as to (1) increase
the number of Units issuable hereunder above the amount issued pursuant to
Section 2.01, or such lesser amount as may be outstanding at any time during
the term of this Indenture or (2) subject to Sections 3.08 and 3.14, permit
the deposit or acquisition hereunder of obligations or other securities
either in addition to or in substitution for any of the Securities.
Promptly after the execution of any such amendment the Trustee shall
furnish written notification to all the outstanding Unitholders of the
substance of such amendment.
SECTION 7.02. TERMINATION: Each Trust shall terminate upon the maturity,
redemption, sale or other disposition as the case may be of the last Security
held in such Trust unless sooner terminated as hereinbefore specified and may
be terminated at any time by the written consent of one hundred per cent of
the Unitholders of the respective Trust; PROVIDED, that in no event shall any
Trust continue beyond the end of the calendar year preceding the fiftieth
anniversary of the execution of this Indenture (the "Mandatory Termination
Date"). Written notice of any termination, specifying for Certificated
Unitholders the time or times at which the Certificated Unitholders of such
Trust may surrender their Certificates for cancellation shall be given by the
Trustee to each such Certificated Unitholder at his address appearing on the
registration books of the Trustee. Written notice of any termination shall
be given by the Trustee to each Book Entry Unitholder at his address
appearing on the registration books of the Trustee. Within a reasonable
period of time after the termination of a Trust the Trustee shall fully
liquidate the Bonds of such Trust then held, if any, and shall:
(a) deduct from the Interest Account of such Trust or, to the extent
that funds are not available in such Account, from the Principal Account
of such Trust and pay to itself individually an amount equal to the sum
of (1) its accrued compensation for its ordinary recurring services in
connection with such Trust, (2) any compensation due it for its
extraordinary services in connection with such Trust and (3) any costs,
expenses or indemnities in connection with such Trust as provided herein;
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(b) deduct from the Interest Account of such Trust or, to the extent
that funds are not available in such Account, from the Principal Account
of such Trust and pay accrued and unpaid fees of bond counsel in
connection with such Trust, if any, as directed and certified to by the
Depositor;
(c) deduct from the Interest Account of such Trust or the Principal
Account of such Trust any amounts which may be required to be deposited
in the Reserve Account of such Trust to provide for payment of any
applicable taxes or other governmental charges and any other amounts
which may be required to meet expenses incurred under this Indenture in
connection with such Trust;
(d) distribute to each Unitholder of such Trust, upon surrender for
cancellation of his Certificate or Certificates, if any, such holder's
pro rata share of the balance of the Interest Account of such Trust;
(e) distribute to each Unitholder of such Trust, upon surrender, for
cancellation by the Unitholder of his Certificate or Certificates, if
any, such Unitholder's pro rata share of the balance of the Principal
Account of such Trust; and
(f) together with such distribution to each Unitholder as provided
for in (d) and (e), furnish to each such Unitholder a final distribution
statement as of the date of the computation of the amount distributable
to Unitholders, setting forth the data and information in substantially
the form and manner provided for in Section 3.06 hereof.
The amounts to be so distributed to each Unitholder shall be that pro
rata share of the balance of the total Interest and Principal Accounts of
such Trust as shall be represented by the Units therein evidenced by the
outstanding Certificate or Certificates held of record by such Unitholder
and/or as evidenced on the records of the Trustees as Book Entry Positions.
The Trustee shall be under no liability with respect to moneys held by
it in the Interest, Reserve and Principal Accounts of a Trust upon
termination except to hold the same in trust without interest until disposed
of in accordance with the terms of this Indenture.
In the event that all of the Certificated Unitholders of such Trust
shall not surrender their Certificates for cancellation within six months
after the time specified in the above-mentioned written notice, the Trustee
shall give a second written notice to such remaining Certificated Unitholders
to surrender their written Certificates for cancellation and receive the
liquidation distribution with respect thereto. If within one year after the
second notice all the Certificates of such Trust shall not have been
surrendered for cancellation, the Trustee may take steps, or may appoint an
agent to take appropriate steps, to contact such remaining Certificated
Unitholders concerning surrender of their Certificates and the cost thereof
shall be paid out of the moneys and other assets which remain in such Trust
hereunder.
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SECTION 7.03. CONSTRUCTION: This Indenture is executed and delivered in
the State of New York, and all laws or rules of construction of such State
shall govern the rights of the parties hereto and the Unitholders and the
interpretation of the provisions hereof.
SECTION 7.04. REGISTRATION OF UNITS: The Depositor agrees and undertakes
to register the Units with the Securities and Exchange Commission or other
applicable governmental agency pursuant to applicable Federal or State
statutes, if such registration shall be required, and to do all things that
may be necessary or required to comply with this provision during the term of
the Trust Fund created hereunder, and the Trustee shall incur no liability or
be under any obligation or expense in connection therewith, except as
provided in Section 3.01.
SECTION 7.05. WRITTEN NOTICE: Any notice, demand, direction or
instruction to be given to the Depositor hereunder shall be in writing and
shall be duly given if mailed or delivered to the Depositor at 333 West
Wacker Drive, Chicago, Illinois 60606, or at such other address as shall be
specified by the Depositor to the Trustee in writing. Any notice, demand,
direction or instruction to be given to the Trustee shall be in writing and
shall be duly given if mailed or delivered to the Trustee's Office or such
other address as shall be specified to the Depositor by the Trustee in
writing. Any notice to be given to the Unitholders shall be duly given if
mailed or delivered to each Unitholder at the address of such holder
appearing on the registration books of the Trustee.
SECTION 7.06. SEVERABILITY: If any one or more of the covenants,
agreements, provisions or terms of this Indenture shall be held contrary to
any express provision of law or contrary to policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Indenture and shall in no way affect the validity
or enforceability of the other provisions of this Indenture or of the
Certificates or the rights of the Unitholders.
SECTION 7.07. DISSOLUTION OF DEPOSITOR NOT TO TERMINATE: The dissolution
of the Depositor from or for any cause whatsoever shall not operate to
terminate this Indenture insofar as the duties and obligations of the Trustee
are concerned.
-39-
<PAGE>
IN WITNESS WHEREOF, John Nuveen & Co. Incorporated, has caused this
Standard Terms and Conditions of Trust to be executed by its President, one
of its Vice Presidents or one of its Assistant Vice Presidents and its
corporate seal to be hereto affixed and attested by its Secretary or its
Assistant Secretary and The Chase Manhattan Bank has caused this Trust
Indenture and Agreement to be executed by one of its Vice Presidents or
Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
JOHN NUVEEN & CO. INCORPORATED,
Depositor
By______________________________________
Authorized Officer
(SEAL)
Attest:
By_______________________________
Assistant Secretary
THE CHASE MANHATTAN BANK, TRUSTEE
By_______________________________________
Second Vice President
(SEAL)
Attest:
By_______________________________
Assistant Treasurer
-40-
<PAGE>
Exhibit 1.1(b)
NUVEEN UNIT TRUST SERIES 1
TRUST INDENTURE AND AGREEMENT
Dated: , 1997
This Trust Indenture and Agreement by and between John Nuveen & Co.
Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee, sets
forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Standard Terms and Conditions of Trust
for Nuveen Unit Trust Series 1 and subsequent Series, effective
, 1997" (herein called the "STANDARD TERMS AND CONDITIONS OF TRUST"), and
such provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All references
herein to Articles and Sections are to Articles and Sections of the Standard
Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the promises and of the mutual agreements herein
contained, the Depositor and the Trustee, agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part II hereof, all the provisions contained in
the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust under this Trust Indenture and Agreement.
(b) The fractional undivided interest in and ownership of the Trust Fund
represented by each Unit for a Trust on the Initial Date of Deposit is the
amount set forth under the captions "Performance Information" in Part A of
the Prospectus.
(c) The number of Units created of a Trust are as set forth under the
caption "Performance Information" in Part A of the Prospectus for each Trust.
<PAGE>
IN WITNESS WHEREOF, John Nuveen & Co. Incorporated, has caused this Trust
Indenture and Agreement for Nuveen Unit Trust Series 1 to be executed by its
President, one of its Vice Presidents or one of its Assistant Vice Presidents
and its corporate seal to be hereto affixed and attested by its Secretary or
its Assistant Secretary and The Chase Manhattan Bank has caused this Trust
Indenture and Agreement to be executed by one of its Vice Presidents or
Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
JOHN NUVEEN & CO. INCORPORATED,
Depositor
By__________________________________
Authorized Officer
(Seal)
Attest:
By_______________________________
Assistant Secretary
THE CHASE MANHATTAN BANK, TRUSTEE
By__________________________________
Second Vice President
(Seal)
Attest:
By_______________________________
Assistant Treasurer
-2-
<PAGE>
SCHEDULE A TO THE TRUST INDENTURE AND AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
NUVEEN UNIT TRUST SERIES 1
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for each Trust in the Prospectus.)
-3-
<PAGE>
NUVEEN UNIT TRUSTS
- -----------------------------------------------------------------------------
NUVEEN U.S. TREASURY TRUST,
SHORT-INTERMEDIATE SERIES 1
CUSIP:
A Nuveen unit trust with an average weighted maturity of 5 years for
individual investors seeking the current interest income, safety of capital
and investment flexibility provided by a laddered portfolio of U.S. Treasury
Obligations.
Prospectus Part A dated ________, 1997.
THIS PART A PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY THE U.S.
TREASURY TRUST PART B PROSPECTUS WHICH IS DATED _______, 1997.
UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC OR ANY OTHER FEDERAL AGENCY AND INVOLVE INVESTMENT RISK, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
- -----------------------------------------------------------------------------
PROSPECTUS
Nuveen U.S. Treasury Trust,
Short-Intermediate Series 1
- -----------------------------------------------------------------------------
OVERVIEW
The trust listed above (the "Trust") is a unit investment trust designed to
preserve capital and provide current income exempt from state and local
income taxes. The Trust consists of a portfolio of U.S. Treasury Obligations
that are backed by the full faith and credit of the United States Government.
The Trust also passes through to Unitholders in all states the exemption
from state and local personal income taxes afforded to direct owners of U.S.
Treasury Obligations. In addition, the Trust is also available to
non-resident aliens, and the income from the Trust, provided certain
conditions are met, will be exempt from withholding for U.S. federal income
tax for such foreign investors.
- -----------------------------------------------------------------------------
CONTENTS
Overview.......................................... 2
Trust Summary and Financial Highlights............
Performance Information......................... 3
Expense Information............................. 4
Trust Strategies.................................. 5
Investment Objective............................ 5
How the Trusts Selects Investments.............. 5
Risk Factors...................................... 5
Distributions and Taxes........................... 5
Interest and Principal Distributions............ 5
Tax Status...................................... 6
Investing in the Trust............................ 6
Sales Charges................................... 6
Dealer Concessions.............................. 6
General Information............................... 7
Optional Features............................... 7
The Sponsor..................................... 7
Schedules of Investments.......................... 8
Statement of Condition............................ 9
Report of Independent Public Accountants.......... 10
Page 2 of 10
<PAGE>
NUVEEN U.S. TREASURY TRUST, SHORT-INTERMEDIATE SERIES 1
TRUST SUMMARY AND FINANCIAL HIGHLIGHTS AS OF ___________, 1997
-----------------------
PERFORMANCE INFORMATION
-----------------------
Initial Date of Deposit: May , 1997
Principal Amount of Securities: $
Number of Units:
Fractional Undivided Interest
per Unit: 1/
- ------------------------------------------------------------------------------
ESTIMATED RETURNS(1)
Current Return: %
Long Term Return: %
- ------------------------------------------------------------------------------
PUBLIC OFFERING PRICE (2)
Aggregate Offering Price of Securities: $
Aggregate Offering Price of Securities per Unit: $
Plus Maximum Sales Charge per Unit: $
Public Offering Price per Unit: $
- ------------------------------------------------------------------------------
ESTIMATED INTEREST
DISTRIBUTIONS(3)
Gross Annual Income: $
Gross Annual Income per Unit: $
Less Annual Expense
per Unit: $
Net Annual Income per Unit: $
First Payment per Unit
( , 1997): $
Normal Monthly Distributions
per Unit commencing ,1997: $
- ------------------------------------------------------------------------------
MATURITY(4)
Average Weighted Maturity: 2 1/2 years
The Trust is composed of a laddered portfolio of Obligations that mature from
_______ through ________.
- ------------------------------------------------------------------------------
CREDIT QUALITY
The U.S. Treasury Obligations underlying the Trust are direct obligations of
the United States and are backed by its full faith and credit, although the
Units of the Trust are not so backed. U.S. Treasury Obligations are not
rated, but in the opinion of the Sponsor have credit characteristics
comparable to those of securities rated "AAA" by nationally recognized rating
agencies.
- ------------------------------------------------------------------------------
Page 3 of 10
<PAGE>
- ------------------------------------------------------------------------------
EXPENSE INFORMATION
- ------------------------------------------------------------------------------
SALES CHARGES (MAXIMUM)(5)
As a % of Public Offering Price: %
Amount per $1,000 invested $
- ------------------------------------------------------------------------------
ESTIMATED ANNUAL OPERATING
EXPENSES(6)
Trustee's Fee: $
Sponsor's Evaluation Fee: $
Sponsor's Surveillance Fee $
Organizational
Expenses (per Unit)(7): $
Total Annual
Expenses (per Unit): $
- ------------------------------------------------------------------------------
ESTIMATED COSTS OVER TIME
The following are the estimated cumulative costs on a $1,000 investment,
assuming (as mandated by the Securities and Exchange Commission) a 5% annual
return, and reinvestment of all distributions (which is not an available
reinvestment option in the Trust):
Over 1 Year $
Over 3 Years $
Over 5 Years $
The examples reflect both the estimated operating expenses and maximum sales
charge on an increasing investment (had the net annual return been reinvested
in the Trust). The examples should not be considered representations of
future expenses or annual rates of return; the actual expenses and annual
rates of return may be more or less than those used in the examples.
- ------------------------------------------------------------------------------
___________
Notes to Performance Information and Expense Information:
All performance and expense information provided is as of the day prior to the
Initial Date of Deposit.
(1) The actual returns an investor will receive will vary due to the
maturity, exchange or sales of Securities, changes in fees and expenses,
changes in interest income, the market value of the Securities on the
date an investor purchases Units and how long Units are held. See
"Estimated Long Term Return and Estimated Current Return" in Part B of
this Prospectus for information concerning how Estimated Returns are
calculated.
(2) The Public Offering Price will vary from that shown above due to changes
in the prices of the underlying Securities subsequent to the Initial
Date of Deposit. In addition to the Public Offering Price, investors
must also pay accrued interest from the preceding Record Date to, but
not including, the date of settlement (normally three business days
after purchase). For Units purchased on the Initial Date of Deposit,
$.____ of accrued interest will be added to the Public Offering Price.
See "Public Offering Price" and "Accrued Interest" both in Part B of
this Prospectus for further information.
(3) The Estimated Income figures reflected above are estimates determined as
of the business day prior to the Initial Date of Deposit and actual
payments may vary. It is anticipated that the amount of interest to be
distributed per Unit in each year will initially be substantially equal
to the Estimated Net Annual Interest Income per Unit provided. The
amount of interest to be distributed annually per Unit, will generally
change as Securities are redeemed, mature or are sold or as fees and
expenses increase or decrease. See "Distributions to Unitholders" in
Part B of this Prospectus.
(4) The Average Weighted Maturity of the Securities in the Trust is
calculated based upon the stated maturities of the Securities in the
Trust (or, with respect to Securities for which funds or securities have
been placed in escrow to redeem such Securities on a stated call date,
based upon such call date). The Average Weighted Maturity may increase
or decrease from time to time as Securities mature or are called or sold.
(5) The sales charge is reduced for certain purchasers and for single
transactions of at least 500 Units or $50,000 (whichever is more
favorable to the investor). See "Sales Charges" in Part A of this
Prospectus and "Public Offering Price" in Part B of this Prospectus.
(6) The Trustees Fee and the Sponsor's Evaluation and Surveillance Fees are
per $1,000 principal amount of the underlying Securities in the Trust.
(7) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (but not the expenses incurred in the printing of
preliminary and final prospectuses, nor the expenses incurred in the
preparation and printing of brochures and other advertising materials or
any other selling expenses), as is common for mutual funds. See "Trust
Operating Expenses" in Part B of this Prospectus and "Statement of
Condition."
Page 4 of 10
<PAGE>
TRUST STRATEGIES
INVESTMENT OBJECTIVE
The Trust is designed to preserve capital, provide current interest income
exempt from State and local income taxes, and offer a flexible investment.
There is no assurance that the Trust will achieve its investment objective.
- ------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The Trust is a non-managed investment vehicle and employs a buy and hold
investment strategy. The Trust plans to hold to maturity a laddered
portfolio of ____ U.S. Treasury Obligations with varying yields and
maturities. The Trust is designed to help protect investors against changing
interest rates by returning approximately 20% of the principal amount of the
Trust annually, commencing in _______.
- ------------------------------------------------------------------------------
INVESTOR SUITABILITY
The Trust is a suitable investment for safety-conscious investors seeking to:
- Earn regular monthly income exempt from state and local taxes;
- Preserve investment capital over time through owning
government-guarnateed U.S. Treasuries;
- Reduce interest rate risk through owning a laddered portfolio.
The Trust is also available to foreign (non-resident) investors who seek income
that is exempt from U.S. withholding, PROVIDED certain conditions are met;
The Trust is not a suitable investment for individuals seeking to:
- Pursue an aggressive high-growth investment strategy;
- Invest in a long-term investment product
- ------------------------------------------------------------------------------
HOW THE TRUST SELECTS INVESTMENTS
The Trust consists of a portfolio of U.S. Treasury Obligations with differing
maturities which have a weighted average maturity of ____ years.
In selecting U.S. Treasury Obligations (the "Securities") for deposit in the
Trust, the following factors, among others, were considered by the Sponsor:
(a) the types of such obligations available; (b) the prices and yields of
such obligations relative to other comparable obligations, including the
extent to which such obligations are traded at a premium or discount from
par; and (c) the maturities of such obligations. A description of the U.S.
Treasury Obligations included in the Trust are set forth in the "SCHEDULE OF
INVESTMENTS," below.
- ------------------------------------------------------------------------------
RISK FACTORS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in fixed rate debt obligations may entail.
These include the risk that the value of the U.S. Treasury Obligations and
the Units will decline with increases in interest rates. Although in recent
years interest rates have been relatively stable, the high inflation of prior
years, together with the fiscal measures adopted to attempt to deal with it,
have resulted in wide fluctuations in interest rates and, thus, in the value
of fixed rate debt obligations generally. The Sponsor cannot predict whether
such fluctuations will continue in the future. As such, there is no
guarantee that the Trust will achieve its objectives.
Certain of the Bonds included in the Trust are original issue discount bonds
or "zero coupon" bonds, as noted in the "SCHEDULE OF INVESTMENTS." These
Bonds are subject to greater price fluctuations with changing interest rates
and contain additional risks set forth in "RISK FACTORS" in Part B of this
Prospectus.
- ------------------------------------------------------------------------------
Page 5 of 10
<PAGE>
- ------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
INTEREST AND PRINCIPAL DISTRIBUTIONS
The Trustee of the Trust (The Chase Manhattan Bank) will collect principal
and interest on the Securities as it comes due and hold such amounts for
distribution to Unitholders. The amount of the Net Annual Income per Unit
set forth under "Performance Information - Estimated Interest Distributions"
assumes that all of the Securities are delivered to the Trust. See
"COMPOSITION OF TRUSTS" appearing in Part B of this Prospectus. Interest
income does not include accretion of original issue discount on "zero coupon"
Bonds. See "RISK FACTORS" in Part B of this Prospectus. Distributions of
income will be paid by the Trustee to Unitholders on the fifteenth day of
each month to Unitholders of record on the first day of such month.
Distributions of principal will be paid on the fifteenth day of each month to
Unitholders of record on the first day of such month, provided the amount
available for distributions equals at least $0.10 per Unit.
The amount of interest you will receive on an annual basis will be reduced by
the expenses of the Trust and will generally change as Securities mature or
are sold or as fees and expenses increase or decrease.
TAX STATUS
The Trust passes through to Unitholders in all states the exemption from
state and local personal income taxes afforded to direct owners of U.S.
Treasury Obligations. In addition, for non-resident aliens, income from the
Trust will be exempt from withholding for U.S. federal income tax, PROVIDED
certain conditions are met. See "TAX STATUS" in Part B of this Prospectus
for further tax information.
INVESTING IN THE TRUST
SALES CHARGES
The maximum sales charge of % applies only to purchases of less than 500
Units. Sales charges for larger single transactions during the primary
offering period are as follows:
PRIMARY MARKET SALES CHARGE
PERCENT PERCENT
OF OF NET
OFFERING AMOUNT
NUMBER OF UNITS* PRICE INVESTED
- ---------------- ------- --------
Less than 500....................................... % %
500 but less than 1,000.............................
1,000 but less than 2,500...........................
2,500 but less than 5,000...........................
5,000 but less than 10,000..........................
10,000 but less than 25,000.........................
25,000 but less than 50,000.........................
50,000 or more......................................
The sales charge assessed on Units sold in secondary market transactions is
determined in accordance with the table set forth below based upon the dollar
amount purchased and the Weighted Average Maturity of the Trust:
SECONDARY MARKET SALES CHARGE
WEIGHTED AVERAGE
MATURITY
---------------------
LESS
THAN TWO OR
TWO MORE
PURCHASE PRICE* YEARS YEARS
- --------------- ------- -------
Less than $50,000................................... % %
$50,000 but less than $100,000......................
$100,000 but less than $250,000.....................
$250,000 but less than $500,000.....................
$500,000 but less than $1,000,000...................
$1,000,000 but less than $2,500,000.................
$2,500,000 but less than $5,000,000.................
$5,000,000 or more..................................
DEALER CONCESSIONS
The Sponsor plans to allow a discount to brokers and dealers in connection
with the primary distribution of Units and also in secondary market
transactions. The primary market discounts, based on number of Units sold,
are as follows:
Page 6 of 10
<PAGE>
PRIMARY MARKET DEALER CONCESSIONS
DISCOUNT
NUMBER OF UNITS* PER UNIT
- ---------------- ---------
Less than 500................................ $
500 but less than 1,000.....................
1,000 but less than 2,500...................
2,500 but less than 5,000...................
5,000 but less than 10,000..................
10,000 but less than 25,000.................
25,000 but less than 50,000.................
50,000 or more..............................
*Breakpoint sales charges are computed both on a dollar basis and on the
basis of the number of Units purchased, using the equivalent of 500 Units to
$50,000, 2,500 Units to $250,000 etc., and will be applied on that basis
which is more favorable to the purchaser.
Dealer concessions on secondary market purchases of Trust Units through the
Sponsor, based on the weighted average maturity of the Trust are as follows:
SECONDARY MARKET DEALER CONCESSIONS
DISCOUNT PER UNIT
---------------------
WEIGHTED AVERAGE
MATURITY
---------------------
LESS
THAN TWO OR
TWO MORE
PURCHASE PRICE* YEARS YEARS
- --------------- ------- -------
Less than $50,000................................... % %
$50,000 but less than $100,000......................
$100,000 but less than $250,000.....................
$250,000 but less than $500,000.....................
$500,000 but less than $1,000,000...................
$1,000,000 but less than $2,500,000.................
$2,500,000 but less than $5,000,000.................
$5,000,000 or more..................................
GENERAL INFORMATION
OPTIONAL FEATURES
REDEMPTIONS
Units may be redeemed on any business day at no charge. Units are redeemed
at their current market value. See "Redemption" in Part B of this Prospectus.
LETTER OF INTENT (LOI)
Investors may use a Letter of Intent to get reduced sales charges on
purchases made over a 13-month period (and to take advantage of dollar cost
averaging). The minimum LOI investment is $50,000. See "Public Offering
Price" in Part B of this Prospectus.
REINVESTMENT
Interest income and returned principal can be reinvested with no sales charge
into Nuveen mutual or money market funds. See "Accumulation Plan" in Part B
of this Prospectus. For more information obtain a prospectus from your
financial advisor.
THE SPONSOR
Since our founding in 1898, John Nuveen & Co. Incorporated has been
synonymous with investments that withstand the test of time. Today, we offer
a range of equity and fixed-income unit trusts designed to suit the unique
circumstances and financial planning needs of mature investors. More than
1.3 million investors have entrusted Nuveen to help them maintain the
life-style they currently enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of this unit trust. We invite you to discuss the contents with your
financial adviser, or you may call us at 800-621-7227 for additional
information.
Page 7 of 10
<PAGE>
NUVEEN U.S. TREASURY TRUST, SHORT-INTERMEDIATE SERIES 1
(Nuveen Unit Trust, Series 1)
Schedule of Investments at the Initial Date of Deposit, _________, 1997
Trustee's
Determination
of Offering
Face Amount Description Coupon Maturity Price (1)
- -----------------------------------------------------------------------------
$ $
- ---------- -------------
$ $
- ---------- -------------
- ---------- -------------
_______________
(1) The Sponsor's contracts to purchase U.S. Treasury Obligations were
entered into on _________, 1997. Other information regarding the U.S.
Treasury Obligations in the Trust on the Date of Deposit is as follows:
Annual
Profit Interest Bid Price
Cost to (or loss) Income to of
Trust Sponsor to Sponsor Trust Securities
------- ------- ---------- --------- -----------
U.S. Treasury Trust,
Short-Intermediate
Series 1..............
In addition, the difference between the Trustee's determination of Offering
Price and Bid Price (as a percentage of principal amount) is ._____%.
(2) This Security has been purchased at a deep discount from the par value
because there is no stated interest income thereon. Securities which
pay no interest are normally described as "zero coupon" bonds. Over the
life of Securities purchased at a deep discount the value of such
Securities will increase such that upon maturity the holders of such
securities will receive 100% of the principal amount thereof.
Page 8 of 10
<PAGE>
U.S. TREASURY TRUST, SHORT-INTERMEDIATE SERIES 1
(Nuveen Unit Trust, Series 1)
Statement of Condition at the Initial Date of Deposit, ___________, 1997
TRUST PROPERTY
Sponsor's contracts to purchase Securities,
backed by an irrevocable letter of credit(1)(2)............
Accrued interest to ___________, 1997 on
underlying Securities(1)..................................
Organizational costs(3).....................................
----------
Total..............................................
----------
----------
LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Accrued interest to __________, 1997
on underlying Securities(4)............................
Accrued organizational costs(3)..........................
----------
Total..............................................
----------
----------
INTEREST OF UNITHOLDERS:
Units of fractional undivided interest outstanding........
Cost to investors(5).....................................
Less: Gross underwriting commission(6)..................
----------
Net amount applicable to investors........................
----------
Total..............................................
----------
----------
_______________
(1) Represented by contracts to purchase Securities which include "when
issued" or "regular way" or "delayed delivery" contracts for which an
irrevocable letter of credit issued by a major commercial bank has been
deposited with the Trustee on the Initial Date of Deposit. The amount
of such letter of credit and any cash deposited exceeds the amount
necessary for the purchase of the Securities plus accrued interest to
the Initial Date of Deposit. At the Initial Date of Deposit, Securities
may have been delivered to the Sponsor pursuant to certain of these
contracts; the Sponsor has assigned to the Trustee all of its rights,
title and interest in and to such Securities.
(2) Aggregate value (at offering prices) as of the Initial Date of Deposit
of the Securities listed under "SCHEDULE OF INVESTMENTS" herein, and
their aggregate cost to the Trusts are the same. Such offering prices
were determined by Kenny S&P Evaluation Services, a division of J.J.
Kenny Co., Inc., as of the close of business on the business day prior
to the Initial Date of Deposit. (See "EVALUATION OF SECURITIES AT THE
INITIAL DATE OF DEPOSIT?" in Part B of this Prospectus.)
(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational costs which will be deferred and amortized over
the life of the Trust.
(4) Representing, as set forth in "ACCRUED INTEREST" in Part B of this
Prospectus, advancement by the Trustee of an amount equal to the accrued
Securities' interest as of the Initial Date of Deposit.
(5) Aggregate Public Offering Price (exclusive of accrued interest) computed
as set forth under "PUBLIC OFFERING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of % of the Public Offering
Price has been calculated on the assumption that the Units sold are not
subject to a reduction of sales charge for quantity purchases. In
single transactions involving 500 Units or more, the sales charge is
reduced. (See "PUBLIC OFFERING PRICE " in Part B of this Prospectus.)
Page 9 of 10
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND UNITHOLDERS OF
NUVEEN UNIT TRUST, SERIES 1:
We have audited the accompanying statement of condition and the schedule
of investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trust Series 1 (Nuveen U.S. Treasury Trust, Short-Intermediate
Series 1), as of __________, 1997. These financial statements are the
responsibility of the Sponsor. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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.
Our procedures included confirmation of the irrevocable letter of credit
arrangement for the purchase of securities, described in Note (1) to the
statement of condition, by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant estimates
made by the Sponsor, 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 statement of condition and the schedule of
investments at date of deposit referred to above present fairly, in all
material respects, the financial position of Nuveen Unit Trust Series 1
(Nuveen U.S. Treasury Trust, Short-Intermediate Series 1) as of _________,
1997, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
_____________, 1997.
Page 10 of 10
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NUVEEN UNIT TRUSTS
U.S. TREASURY TRUST PROSPECTUS -- PART B
(GENERAL TERMS)
MAY 1, 1997
This Part B of the Prospectus may not be distributed unless accompanied
by Part A. Both Parts of this Prospectus should be retained for future
reference.
FURTHER DETAIL REGARDING CERTAIN OF THE INFORMATION PROVIDED IN THE
PROSPECTUS MAY BE OBTAINED WITHIN FIVE BUSINESS DAYS OF WRITTEN OR TELEPHONIC
REQUEST TO THE TRUSTEE AT 4 NEW YORK PLAZA, NEW YORK, NY 10004-2413 OR (800)
257-8787.
INTEREST INCOME TO A TRUST AND TO UNITHOLDERS, IN THE OPINION OF
COUNSEL, UNDER EXISTING LAW IS EXEMPT FROM STATE AND LOCAL INCOME TAX.
CAPITAL GAINS, IF ANY, ARE SUBJECT TO TAX.
CURRENTLY OFFERED AT PUBLIC OFFERING PRICE PLUS INTEREST ACCRUED TO THE
DATE OF SETTLEMENT. MINIMUM PURCHASE--EITHER $5,000 OR 50 UNITS, WHICHEVER IS
LESS.
THIS NUVEEN UNIT TRUST SERIES consists of the underlying separate unit
investment trusts set forth in Part A to this Prospectus. Each Trust
initially consists of delivery statements relating to contracts to purchase
securities and, thereafter, will consist of a portfolio of U.S. Treasury
Obligations with differing maturities that are backed by the full faith and
credit of the United States Government (see "SCHEDULE OF INVESTMENTS"
appearing in Part A of this Prospectus). Except in specific instances as
noted in Part A of this Prospectus, the information contained in this Part B
shall apply to each Trust in its entirety.
THE OBJECTIVES of a Trust are to preserve capital, provide current
interest income exempt from State and local income taxes, and offer a
flexible investment.
DISTRIBUTIONS of interest received by a Trust will be made monthly. (See
"DISTRIBUTIONS TO UNITHOLDERS.") Distribution of funds in the Principal
Account, if any, will ordinarily be made monthly.
FOR ESTIMATED LONG TERM RETURNS AND ESTIMATED CURRENT RETURNS to
Unitholders on the business day prior to the Initial Date of Deposit, see
Part A of this Prospectus and "ESTIMATED LONG TERM RETURN AND ESTIMATED
CURRENT RETURN."
THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial
offering period is equal to a pro rata share of the OFFERING prices of the
Securities in such Trust's portfolio plus a sales charge as set forth in Part
A of the Prospectus. The Secondary Market Public Offering Price per Unit for
each Trust will be equal to a pro rata share of the sum of BID prices of the
Securities in such Trust plus the sales charges as set forth in Part A of the
Prospectus. Accrued interest from the preceding Record Date to, but not
including, the settlement date (normally three business days after purchase)
is added to the Public Offering Price. The sales charge is reduced on a
graduated scale for sales involving at least the number of Units set forth in
Part A of this Prospectus.
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A UNITHOLDER MAY REDEEM UNITS at the office of the Trustee at prices
based upon the BID prices of the Securities. The price received upon
redemption may be more or less than the amount paid by Unitholders, depending
upon the value of the Securities on the date of tender for redemption. (See
"REDEMPTION.") The Sponsor, although not required to do so, intends to make a
secondary market for the Units of the Trusts at prices based upon the BID
prices of the Securities in the respective Trusts. (See "MARKET FOR UNITS.")
RISK FACTORS. An investment in a Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, volatile interest rates and changes to the tax status of the
Securities. The value of the underlying Securities will fluctuate inversely
with changes in interest rates. Although in recent years interest rates have
been relatively stable, the uncertain economic conditions of prior years,
together with the monetary policies and fiscal measures adopted to attempt to
deal with them, resulted in wide fluctuations of interest rates and, thus, in
the value of fixed rate debt obligations. The Sponsor cannot predict the
degree to which such fluctuations will continue in the future. See Part A of
this Prospectus and "RISK FACTORS."
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TABLE OF CONTENTS
NUVEEN UNIT TRUST.................................................... 4
OBJECTIVES OF THE TRUSTS............................................. 5
SUMMARY OF PORTFOLIOS................................................ 5
RISK FACTORS......................................................... 5
COMPOSITION OF TRUSTS................................................ 6
PUBLIC OFFERING PRICE................................................ 7
MARKET FOR UNITS..................................................... 10
ACCRUED INTEREST..................................................... 11
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN.............. 12
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.............. 13
TAX STATUS........................................................... 13
TRUST OPERATING EXPENSES............................................. 17
DISTRIBUTIONS TO UNITHOLDERS......................................... 18
ACCUMULATION PLAN.................................................... 19
REPORTS TO UNITHOLDERS............................................... 20
UNIT VALUE AND EVALUATION............................................ 20
DISTRIBUTIONS OF UNITS TO THE PUBLIC................................. 21
OWNERSHIP AND TRANSFER OF UNITS...................................... 22
REDEMPTION........................................................... 23
PURCHASE OF UNITS BY THE SPONSOR..................................... 25
REMOVAL OF SECURITIES FROM THE TRUSTS................................ 25
INFORMATION ABOUT THE TRUSTEE........................................ 26
INFORMATION ABOUT THE SPONSOR........................................ 27
OTHER INFORMATION.................................................... 27
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NUVEEN UNIT TRUSTS
This Nuveen Unit Trust is one of a series of separate but similar
investment companies created by the Sponsor, each of which is designated by a
different Series number. The underlying unit investment trusts contained in
this Series are combined under one Trust Indenture and Agreement. Specific
information regarding each Trust is set forth in Part A of this Prospectus.
The various Nuveen Unit Trusts are collectively referred to herein as the
"TRUSTS." This Series was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement dated the Initial Date of Deposit
(the "INDENTURE") between John Nuveen & Co. Incorporated ("NUVEEN" or the
"SPONSOR") and The Chase Manhattan Bank (the "TRUSTEE").
The Sponsor has deposited with the Trustee delivery statements relating
to contracts for the purchase of U.S. Treasury Obligations together with
funds represented by an irrevocable letter of credit issued by a major
commercial bank in the amount, including accrued interest, required for their
purchase (or the obligations themselves) (the "SECURITIES"). See "Schedule
of Investments" in Part A of this Prospectus, for a description of the
Securities deposited in a Trust. See "SUMMARY OF PORTFOLIOS" and "RISK
FACTORS" for a discussion of zero coupon bonds and stripped obligations
included in the Trusts, if any. Some of the delivery statements may relate
to contracts for the purchase of "when issued" or other Securities with
delivery dates after the date of settlement for a purchase made on the
Initial Date of Deposit. See the "Schedule of Investments" in Part A of this
Prospectus and "COMPOSITION OF TRUSTS." For a discussion of the Sponsor's
obligations in the event of a failure of any contract for the purchase of any
of the Securities and its limited right to substitute other securities to
replace any failed contract, see "COMPOSITION OF TRUSTS."
The Trustee has delivered to the Sponsor registered Units which
represent ownership of the entire Trust, and which are offered for sale by
this Prospectus. Each Unit of a Trust represents a fractional undivided
interest in the principal and net income of such Trust in the ratio set forth
in "Performance Information" in Part A of this Prospectus. Units may only be
sold in states in which they are registered. To the extent that any Units of
any Trust are redeemed by the Trustee, the aggregate value of the Trust's
assets will decrease by the amount paid to the redeeming Unitholder, but the
fractional undivided interest of each unredeemed Unit in such Trust will
increase proportionately. The Sponsor will initially, and from time to time
thereafter, hold Units in connection with their offering.
Additional Units of each Trust may be issued from time to time following
the Initial Date of Deposit by depositing in such Trust additional Securities
or contracts for the purchase thereof together with irrevocable letters of
credit or cash. As additional Units are issued by a Trust as a result of the
deposit of additional Securities by the Sponsor, the aggregate value of the
Securities in a Trust will be increased and the fractional undivided interest
in such Trust represented by each Unit will be decreased. The Sponsor may
continue to make additional deposits of Securities into a Trust following the
Initial Date of Deposit, provided that such additional deposits will be in
principal amounts which will maintain the same original percentage
relationship among the principal amounts of the Securities in such Trust
established on the Initial Date of Deposit. Thus, although additional Units
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will be issued, each Unit will continue to represent the same principal
amount of each Security, and the percentage relationship among the principal
amount of each Security in the respective Trust will remain the same. To the
extent that any Units are redeemed by the Trustee or additional Units are
issued as a result of additional Securities being deposited by the Sponsor,
the fractional undivided interest in a Trust represented by each unredeemed
Unit will increase or decrease accordingly, although the actual interest in
such Trust represented by such fraction will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by Unitholders,
which may include the Sponsor, or until termination of the Trust Agreement.
OBJECTIVES OF THE TRUSTS
The objectives of the Trusts are to provide safety of capital as is
consistent with current income and investment flexibility by investment in a
portfolio of U.S. Treasury Obligations with differing maturities which are
backed by the full faith and credit of the United States Government.
Interest income distributed by each Trust is exempt from state and local
personal income taxes in all states. In addition, each Trust is available to
non-resident aliens and the income from such Trusts, provided certain
conditions are met, will be exempt from withholding for U.S. federal income
tax for such foreign investors. There is, of course, no guarantee that the
Trusts' objectives will be achieved.
SUMMARY OF PORTFOLIOS
Bonds, How Selected;In selecting Securities for deposit in the Trusts
the following factors, among others, were considered by the Sponsor: (a) the
types of such obligations available; (b) the prices and yields of such
obligations relative to other comparable obligations, including the extent to
which such obligations are traded at a premium or at a discount from par; and
(c) the maturities of such obligations.
RISK FACTORS
U.S. TREASURY OBLIGATIONS. U.S. Treasury Obligations are
direct obligations of the United States and are backed by its full faith and
credit although the Units are not so backed. The U.S. Treasury Obligations
are not rated but in the opinion of the Sponsor have credit characteristics
comparable to those of securities rated "AAA" by nationally recognized rating
agencies.
An investment in Units of a Trust which contains U.S. Treasury
Obligations should be made with an understanding of the risks which an
investment in fixed rate debt obligations may entail, including the risk that
the value of the Securities and hence the Units will decline with increases
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in interest rates. The high inflation of prior years, together with the
fiscal measures adopted to attempt to deal with it, have resulted in wide
fluctuations in interest rates and, thus, in the value of fixed rate debt
obligations generally. The Sponsor cannot predict whether such fluctuations
will continue in the future.
Certain of the Securities may have been deposited at a market discount
or premium principally because their interest rates are lower or higher than
prevailing rates on comparable debt securities. The current returns of
market discount securities are lower than comparably rated securities selling
at par because discount securities tend to increase in market value as they
approach maturity. The current returns of market premium securities are
higher than comparably rated securities selling at par because premium
securities tend to decrease in market value as they approach maturity.
Because part of the purchase price is returned through current income
payments and not at maturity, an early redemption at par of a premium
security will result in a reduction in yield to a Trust. Market premium or
discount attributable to interest rate changes does not indicate market
confidence or lack of confidence in the issue.
COMPOSITION OF TRUSTS
Each Trust initially consists of delivery statements relating to
contracts to purchase Securities (or of such Securities) as are listed under
"Schedule of Investments" in Part A of this Prospectus and, thereafter, of
such Securities as may continue to be held from time to time (including
certain securities deposited in the Trust to create additional Units, in
substitution for Securities not delivered to a Trust or in exchange or
substitution for Securities upon certain refundings), together with accrued
and undistributed interest thereon and undistributed cash realized from the
disposition of Securities.
"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The contracts to
purchase Securities delivered to the Trustee represent an obligation by
issuers or dealers to deliver Securities to the Sponsor for deposit in the
Trusts. Certain of the contracts relate to Securities which have not been
issued as of the Initial Date of Deposit and which are commonly referred to
as "when issued" or "when, as and if issued" Securities. Although the
Sponsor believes it unlikely, if such Securities, or replacement securities
described below, are not acquired by a Trust or if their delivery is delayed,
the Estimated Current Returns and Estimated Long Term Returns shown in Part A
of this Prospectus may be reduced. Certain of the contracts for the purchase
of Securities provide for delivery dates after the date of settlement for
purchases made on the Initial Date of Deposit. Interest on such "when
issued" and "delayed delivery" Securities accrues to the benefit of
Unitholders commencing with the first settlement date for the Units.
However, in the opinion of counsel, Unitholders who purchase their Units
prior to the date such Securities are actually delivered to the Trustee must
reduce the tax basis of their Units for interest accruing on such Securities
during the interval between their purchase of Units and the delivery of the
Securities because such amounts constitute a return of principal. As a
result of such adjustment, the Estimated Current Returns set forth in Part A
of this Prospectus (which are based on the Public Offering Price as of the
business day prior to the Initial Date of Deposit) may be slightly lower than
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that which Unitholders will receive after the first year, assuming the
Portfolio does not change and estimated annual expense does not vary from
that set forth under "Expense Information" in Part A of this Prospectus.
Those Securities in each Trust purchased with delivery dates after the date
of settlement for purchases made on the Initial Date of Deposit are so noted
in the "Schedule of Investments" in Part A of this Prospectus.
LIMITED REPLACEMENT OF CERTAIN SECURITIES. Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any
Security. In the event of a failure to deliver any Security that has been
purchased for a Trust under a contract, including those Securities purchased
on a when, as and if issued basis ("FAILED SECURITIES"), the Sponsor is
authorized under the Indenture to direct the Trustee to acquire other
specified Securities ("REPLACEMENT SECURITIES") to make up the original
corpus of the Trust within 20 days after delivery of notice of the failed
contract and the cost to the Trust (exclusive of accrued interest) may not
exceed the amount of funds reserved for the purchase of the Failed
Securities. The Replacement Securities must satisfy the criteria previously
described for the Trusts and shall be substantially identical to the Failed
Securities they replace in terms of (i) the exemption from state taxation;
(ii) maturity; and (iii) cost to the Trust. In addition, Replacement
Securities shall not be "when, as and if issued" Securities. Whenever a
Replacement Security has been acquired for a Trust, the Trustee shall, within
five days after the delivery thereof, mail or deliver a notice of such
acquisition to all Unitholders of the Trust involved. Once the original
corpus of the Trust is acquired, the Trustee will have no power to vary the
investment of the Trust.
To the extent Replacement Securities are not acquired, the Sponsor shall
refund to all Unitholders of the Trust involved the sales charge attributable
to such Failed Securities not replaced, and the principal and accrued
interest attributable to such Securities shall be distributed not more than
30 days after the determination of such failure or at such earlier time as
the Trustee in its sole discretion deems to be in the interest of the
Unitholders. Any such accrued interest paid to Unitholders will be paid by
the Sponsor and, accordingly, will not be treated as tax-exempt income. In
the event Failed Securities in a Trust could not be replaced, the Net Annual
Interest Income per Unit for such Trust would be reduced and the Estimated
Current Return thereon might be lowered.
SALE, MATURITY AND REDEMPTION OF SECURITIES. Certain of the Securities
may from time to time under certain circumstances be sold or will mature in
accordance with their terms. The proceeds from such events will be used to
pay for Units redeemed or distributed to Unitholders and not reinvested;
accordingly, no assurance can be given that a Trust will retain for any
length of time its present size and composition.
LITIGATION. To the best knowledge of the Sponsor, there is no
litigation pending as of the Initial Date of Deposit in respect of any
Securities which might reasonably be expected to have a material adverse
effect on any of the Trusts. It is possible that after the Initial Date of
Deposit, litigation may be initiated with respect to Securities in any Trust.
The Sponsor is unable to predict whether any such litigation may be
instituted, or if instituted, whether such litigation might have a material
adverse effect on the Trusts.
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PUBLIC OFFERING PRICE
The Public Offering Price of the Units of each Trust is equal to the
Trustee's determination of the aggregate offering prices of the Securities
deposited therein (minus any advancement to the principal account of the
Trust made by the Trustee) plus a sales charge as set forth in Part A of this
Prospectus, in each case adding to the total thereof cash held by the Trust,
if any, and dividing the sum so obtained by the number of Units outstanding
in the Trust. See "UNIT VALUE AND EVALUATION."
The sales charge applicable to quantity purchases is reduced on a
graduated scale as set forth in Part A of this Prospectus. For purposes of
calculating the applicable sales charge, purchasers who have indicated their
intent to purchase a specified amount of Units of any Trust in the primary or
secondary offering period by executing and delivering a letter of intent to
the Sponsor, which letter of intent must be in a form acceptable to the
Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the following tables
based on the amount of intended aggregate purchases as expressed in the
letter of intent. Due to administrative limitations and in order to permit
adequate tracking, the only secondary market purchases that will be permitted
to be applied toward the intended specified amount and that will receive the
corresponding reduced sales charge are those Units that are acquired through
or from the Sponsor. By establishing a letter of intent, a Unitholder agrees
that the first purchase of Units following the execution of such letter of
intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through
the establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All
distributions on Units held in escrow will be credited to such Unitholder's
account. If total purchases prior to the expiration of the letter of intent
period equal or exceed the amount specified in a Unitholder's letter of
intent, the Units held in escrow will be transferred to such Unitholder's
account. A Unitholder who purchases Units during the letter of intent period
in excess of the number of Units specified in a Unitholder's letter of
intent, the amount of which would cause the Unitholder to be eligible to
receive an additional sales charge reduction, will be allowed such additional
sales charge reduction on the purchase of Units which caused the Unitholder
to reach such new breakpoint level and on all additional purchases of Units
during the letter of intent period. If the total purchases are less than the
amount specified, the Unitholder involved must pay the Sponsor an amount
equal to the difference between the amounts paid for these purchases and the
amounts which would have been paid if the higher sales charge had been
applied; the Unitholder will, however, be entitled to any reduced sales
charge qualified for by reaching any lower breakpoint level. If such
Unitholder does not pay the additional amount within 20 days after written
request by the Sponsor or the Unitholder's securities representative, the
Sponsor will instruct the Trustee to redeem an appropriate number of the
escrowed Units to meet the required payment. By establishing a letter of
intent, a Unitholder irrevocably appoints the Sponsor as attorney to give
instructions to redeem any or all of such Unitholder's escrowed Units, with
full power of substitution in the premises. A Unitholder or his securities
representative must notify the Sponsor whenever such Unitholder makes a
purchase of Units that he wishes to be counted towards the intended amount.
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For "secondary market" sales the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the bid price
of each Security in the Trust a sales charge as set forth in Part A of this
Prospectus. See "UNIT VALUE AND EVALUATION." The secondary market sales
charge is reduced with respect to quantity purchases in such amounts set
forth in Part A of this Prospectus.
Pursuant to the terms of the Indenture, the Trustee may terminate a
Trust if the net asset value of such Trust, as shown by any evaluation, is
less than 20% of the original principal amount of the Trust.
At all times while Units are being offered for sale, the Sponsor will
appraise or cause to be appraised daily the value of the underlying
Securities in each Trust as of 4:00 p.m. eastern time, or as of any earlier
closing time on a day on which the New York Stock Exchange (the "EXCHANGE")
is scheduled in advance to close at such earlier time and will adjust the
Public Offering Price of the Units commensurate with such appraisal. Such
Public Offering Price will be effective for all orders received by a dealer
or the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as
of any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time. Orders received after that time, or
on a day when the Exchange is closed for a scheduled holiday or weekend, will
be held until the next determination of price.
Accrued interest from the preceding Record Date to, but not including,
the settlement date of the transaction (three business days after purchase)
will be added to the Public Offering Price to determine the purchase price of
Units. See "ACCRUED INTEREST."
The graduated sales charges set forth in Part A of this Prospectus will
apply on all applicable purchases of Nuveen investment company securities on
any one day by the same purchaser in the amounts stated, and for this purpose
purchases of this Series will be aggregated with concurrent purchases of any
other Series or of shares of any open-end management investment company of
which the Sponsor is principal underwriter and with respect to the purchase
of which a sales charge is imposed. Purchases by or for the account of an
individual and his or her spouse and children under 21 years of age
("immediate family members") will be aggregated to determine the applicable
sales charge. The graduated sales charges are also applicable to a trustee
or other fiduciary purchasing securities for a single trust estate or single
fiduciary account. Units may be purchased at the Public Offering Price
without a sales charge by officers or directors and by bona fide, full-time
employees of Nuveen, Nuveen Advisory Corp., Nuveen Institutional Advisory
Corp. and The John Nuveen Company, including in each case these individuals
and their immediate family members (as defined above).
Units may be purchased in the primary market with sales charges of %
of the Public Offering Price for U.S. Treasury Long Term Series, % of the
Public Offering Price for U.S. Treasury Long Intermediate Series, % of
the Public Offering Price for U.S. Treasury Intermediate Series, % of the
Public Offering Price for U.S. Treasury Short Intermediate Series and %
of the Public Offering Price for U.S. Treasury Short Term Series by (1)
investors who purchase Units through registered investment advisers,
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certified financial planners and registered broker-dealers who in each case
either charge periodic fees for financial planning, investment advisory or
asset management services, or provide such services in connection with the
establishment of an investment account for which a comprehensive "wrap fee"
charge is imposed, (2) bank trust departments investing funds over which they
exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, custodial or similar capacity, (3) any person who for at
least 90 days, has been an officer, director or bona fide employee of any
firm offering Units for sale to investors or their immediate family members
(as defined above) and (4) officers and directors of bank holding companies
that make Units available directly or through subsidiaries or bank affiliates
(collectively, the "DISCOUNTED PURCHASES"). In addition, such investors may
purchase Units in the secondary market at the Public Offering Price for
non-breakpoint purchases minus the concession the Sponsor typically allows to
brokers and dealers for non-breakpoint purchases. Notwithstanding anything
to the contrary in this Prospectus, investors who purchase Units as described
in this paragraph will not receive sales charge reductions for quantity
purchases.
The initial or primary Public Offering Price of the Units in each Trust
is based upon a pro rata share of the offering prices per Unit of the
Securities in such Trust plus the applicable sales charge. The secondary
market Public Offering Price of each Trust is based upon a pro rata share of
the bid prices per Unit of the Securities in such Trust plus the applicable
sales charge. The offering prices of Securities in a Trust may be expected
to average between 1/2% to 2% more than the bid prices of such Securities.
The difference between the bid side evaluation and the offering side
evaluation of the Securities in each Trust on the business day prior to the
Initial Date of Deposit is shown in the discussion of each Trust portfolio.
Whether or not Units are being offered for sale, the Sponsor will
determine the aggregate value of each Trust as of 4:00 p.m. eastern time:
(i) on each June 30 or December 31 (or, if such date is not a business day,
the last business day prior thereto), (ii) on any day on which a Unit is
tendered for redemption (or the next succeeding business day if the date of
tender is a non-business day) and (iii) at such other times as may be
necessary. For this purpose, a "business day" shall be any day on which the
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")
MARKET FOR UNITS
During the initial public offering period, the Sponsor intends to offer
to purchase Units of each Trust at a price equivalent to the pro rata share
per Unit of the offering prices of the Securities in such Trust (plus accrued
interest). Afterward, although it is not obligated to do so, the Sponsor
intends to maintain a secondary market for Units of each Trust at its own
expense and continuously to offer to purchase Units of each Trust at prices,
subject to change at any time, which are based upon the bid prices of
Securities in the respective portfolios of the Trusts. UNITHOLDERS WHO WISH
TO DISPOSE OF THEIR UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER AS TO
THE CURRENT REDEMPTION PRICE. (See "REDEMPTION.") In connection with its
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secondary market making activities, the Sponsor may from time to time enter
into secondary market joint account agreements with other brokers and
dealers. Pursuant to such an agreement, the Sponsor will purchase Units from
the broker or dealer at the bid price and will place the Units into a joint
account managed by the Sponsor; sales from the account will be made in
accordance with the then current prospectus and the Sponsor and the broker or
dealer will share profits and losses in the joint account in accordance with
the terms of their joint account agreement.
Certificates, if any, for Units are delivered to the purchaser as
promptly after the date of settlement (three business days after purchase) as
the Trustee can complete the mechanics of registration, normally within 48
hours after registration instructions are received. Purchasers of Units to
whom Certificates are issued will be unable to exercise any right of
redemption until they have received their Certificates, properly
endorsed for transfer. (See "REDEMPTION.")
ACCRUED INTEREST
Accrued interest is the accumulation of unpaid interest on a security
from the last day on which interest thereon was paid. Interest on Securities
in each Trust is accounted for daily on an accrual basis. For this reason,
the purchase price of Units of a Trust will include not only the Public
Offering Price but also the proportionate share of accrued interest to the
date of settlement. Unitholders will receive on the next distribution date
of a Trust the amount, if any, of accrued interest paid on their Units.
In an effort to reduce the amount of accrued interest that investors
would have to pay in addition to the Public Offering Price, the Trustee has
agreed to advance to each Trust the amount of accrued interest due on the
Securities as of the Initial Date of Deposit (which has been designated the
first Record Date). This accrued interest will be paid to the Sponsor as the
holder of record of all Units on the Initial Date of Deposit. Consequently,
the amount of accrued interest to be added to the Public Offering Price of
Units will include only accrued interest from the Initial Date of Deposit to,
but not including, the date of settlement of the investor's purchase (three
business days after purchase), less any distributions from the related
Interest Account. The Trustee will recover its advancements (without
interest or other cost to the Trusts) from interest received on the
Securities deposited in each Trust.
The Trustee has no cash for distribution to Unitholders until it
receives interest payments on the Securities in the Trusts. Since interest
is accrued daily but paid only semi-annually, during the initial months of
the Trusts, the Interest Accounts, consisting of accrued but uncollected
interest and collected interest (cash), will be predominantly the uncollected
accrued interest that is not available for distribution. However, due to
advances by the Trustee, the Trustee will provide a first distribution
approximately 30 days after the Initial Date of Deposit. Assuming each Trust
retains its original size and composition and expenses and fees remain the
same, annual interest collected and distributed will approximate the
estimated Net Annual Interest Income stated In Part A of this Prospectus.
However, the amount of accrued interest at any point in time will be greater
than the amount that the Trustee will have actually received and distributed
to the Unitholders. Therefore, there will always remain an item of accrued
interest that is included in the purchase price and the redemption price of
the Units.
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Interest is accounted for daily and a proportionate share of accrued and
undistributed interest computed from the preceding Record Date is added to
the daily valuation of each Unit of each Trust. (See Part A of this
Prospectus and "DISTRIBUTIONS TO UNITHOLDERS") As Securities mature, or are
redeemed or sold, the accrued interest applicable to such bonds is collected
and subsequently distributed to Unitholders. Unitholders who sell or redeem
all or a portion of their Units will be paid their proportionate share of the
remaining accrued interest to, but not including, the third business day
following the date of sale or tender.
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN
The Estimated Long Term Return for each Trust is a measure of the return
to the investor expected to be earned over the estimated life of the Trust.
The Estimated Long Term Return represents an average of the yields to
maturity (or call) of the Securities in the Trust's portfolio, calculated in
accordance with accepted practice and adjusted to reflect expenses and sales
charges. Under accepted practice, securities are customarily offered to
investors on a "yield price" basis, which involves computation of yield to
maturity or to an earlier call date (whichever produces the lower yield), and
which takes into account not only the interest payable on the securities but
also the amortization or accretion of any premium over, or discount from, the
par (maturity) value inherent in the security's purchase price. In the
calculation of Estimated Long Term Return, the average yield for a Trust's
portfolio is derived by weighting each Security's yield by the market value
of the Security and by the amount of time remaining to the date to which the
Security is priced. This weighted average yield is then adjusted to reflect
estimated expenses, is compounded, and is reduced by a factor which
represents the amortization of the sales charge over the expected average
life of a Trust. The Estimated Long Term Return calculation does not take
into account the effect of a first distribution which may be less than
regular distribution or may be paid at some point after 30 days.
Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long
Term Return, Estimated Current Return does not reflect the amortization of
premium or accretion of discount, if any, on the Securities in a Trust's
portfolio. Net Annual Interest Income per Unit is calculated by dividing the
annual interest income to a Trust, less estimated expenses, by the number of
Units outstanding.
Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Securities.
A Unitholder's actual return may vary significantly from the Estimated
Long-Term Return, based on the holding period, market interest rate changes,
other factors affecting the prices of individual securities in the portfolio,
and differences between the expected remaining life of portfolio securities
and the actual length of time that they remain in a Trust; such actual
holding periods may be reduced by termination of a Trust, as described in
"OTHER INFORMATION." Since both the Estimated Current Return and the
Estimated Long Term Return quoted herein are based on the market value of the
underlying Securities on the business day prior to the Initial Date of
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Deposit, subsequent calculations of these performance measures will reflect
the then current market value of the underlying Securities and may be higher
or lower. The Sponsor will provide estimated cash flow information relating
to a Trust without charge to each potential investor in a Trust who receives
this prospectus and makes an oral or written request to the Sponsor for such
information.
A comparison of estimated current returns with the returns on various
other taxable investments is one element to consider in making an investment
decision. The Sponsor may from time to time in its advertising and sales
materials compare the then current estimated returns on a Trust and returns
over specified periods on other similar Nuveen Trusts with returns on taxable
investments such as corporate or U.S. Government bonds, bank CDs and money
market accounts or money market funds, each of which has investment
characteristics that may differ from those of the Trust. U.S. Government
bonds, for example, are backed by the full faith and credit of the U.S.
Government and bank CDs and money market accounts are insured by an agency of
the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. The investment characteristics of
the Trusts are described more fully elsewhere in the Prospectus.
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT
The prices at which the Securities deposited in the Trusts would have
been offered to the public on the business day prior to the Initial Date of
Deposit were determined by the Trustee on the basis of an evaluation of such
Securities prepared by Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. ("KENNY S&P"), a firm regularly engaged in the business of
evaluating, quoting or appraising comparable securities.
The amount by which the Trustee's determination of the OFFERING PRICES
of the Securities deposited in the Trusts was greater or less than the cost
of such Securities to the Sponsor was PROFIT OR LOSS to the Sponsor exclusive
of any underwriting profit. (See Part A of this Prospectus.) The Sponsor also
may realize FURTHER PROFIT OR SUSTAIN FURTHER LOSS as a result of
fluctuations in the Public Offering Price of the Units. Cash, if any, made
available to the Sponsor prior to the settlement date for a purchase of
Units, or prior to the acquisition of all Portfolio securities by a Trust,
may be available for use in the Sponsor's business, and may be of benefit to
the Sponsor.
TAX STATUS
In the Opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:
1. Each Trust is not an association taxable as a corporation for
federal income tax purposes.
2. Each Unitholder will be considered the owner of a pro rata portion
of each of the Trust assets for federal income tax purposes under
Subpart E, Subchapter J of Chapter 1 of the Internal Revenue Code of
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1986, as amended (the "CODE"). Each Unitholder will be considered
to have received his pro rata share of income derived from each
Trust asset when such income is considered to be received by a Trust.
3. Each Unitholder will have a taxable event when a Security is
disposed of (whether by sale, exchange, liquidation, redemption, or
payment at maturity) or when the Unitholder redeems or sells his
Units. The cost of the Units to a Unitholder on the date such Units
are purchased is allocated among the Securities held in a Trust (in
accordance with the proportion of the fair market values of such
Securities) in order to determine his tax basis for his pro rata
portion in each Security. Unitholders must reduce the tax basis of
their Units for their share of accrued interest received, if any, on
Securities delivered after the date on which the Unitholders pay for
their Units and, consequently, such Unitholders may have an increase
in taxable gain or reduction in capital loss upon the disposition of
such Units. Gain or loss upon the sale or redemption of Units is
measured by comparing the proceeds of such sale or redemption with
the adjusted basis of the Units. If the Trustee disposes of
Securities, gain or loss is recognized to the Unitholder (subject to
various non-recognition provisions of the Code). The amount of any
such gain or loss is measured by comparing the Unitholders' pro rata
share of the total proceeds from such disposition with his basis for
his fractional interest in the asset disposed of. The basis of each
Unit and of each Security which was issued with original issue
discount must be increased by the amount of accrued original issue
discount and the basis of each Unit and of each Security which was
purchased by a Trust at a premium must be reduced by the annual
amortization of bond premium which the Unitholder has properly
elected to amortize under Section 171 of the Code. The tax basis
reduction requirements of the Code relating to amortization of bond
premium may, under some circumstances, result in the Unitholder
realizing a taxable gain when his Units are sold or redeemed for an
amount equal to or less than his original cost. A Trust may contain
certain "zero coupon" Securities (the "STRIPPED TREASURY
SECURITIES") that are treated as bonds that were originally issued
at an original issue discount provided, pursuant to a Treasury
Regulation (the "REGULATION") issued on December 28, 1992, that the
amount of original issue discount determined under Section 1286 of
the Code is not less than a DE MINIMIS amount as determined
thereunder. Because the Stripped Treasury Securities represent
interests in "stripped" U.S. Treasury bonds, a Unitholder's initial
cost for his pro rata portion of each Stripped Treasury Security
held by a Trust (determined at the time he acquires his Units, in
the manner described above) shall be treated as its "purchase price"
by the Unitholder. Original issue discount is effectively treated
as interest for federal income tax purposes, and the amount of
original issue discount in this case is generally the difference
between the bond's purchase price and its stated redemption price at
maturity. A Unitholder will be required to include in gross income
for each taxable year the sum of his daily portions of original
issue discount attributable to the Stripped Treasury Securities held
by a Trust as such original issue discount accrues and will, in
general, be subject to federal income tax with respect to the total
amount of such original issue discount that accrues for such year
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even though the income is not distributed to the Unitholders during
such year to the extent it is not less than a DE MINIMIS amount as
determined under the Regulation. To the extent that the amount of
such discount is less than the respective DE MINIMIS amount, such
discount shall be treated as zero. In general, original issue
discount accrues daily under a constant interest rate method which
takes into account the semi-annual compounding of accrued interest.
In the case of the Stripped Treasury Securities, this method will
generally result in an increasing amount of income to the
Unitholders each year.
Limitations on Deductibility of Trust Expenses by Unitholders -- Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
the Unitholder to the same extent as though the expense had been paid
directly by him. It should be noted that as a result of the Tax Reform Act
of 1986, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, may be
deductible by an individual only to the extent they exceed 2% of such
individual's adjusted gross income. Unitholders may be required to treat
certain expenses of a Trust as miscellaneous itemized deductions subject to
this limitation.
Premium -- If a Unitholder's tax basis of his pro rata portion in any
Securities held by a Trust exceeds the amount payable by the issuer of the
Security with respect to such pro rata interest upon the maturity of the
Security, such excess would be considered "premium" which may be amortized by
the Unitholder at the Unitholder's election as provided in Section 171 of the
Code.
Original Issue Discount -- Certain of the Securities in a Trust may have
been acquired with "original issue discount." In the case of any Securities
in a Trust acquired with "original issue discount" that exceeds a "DE
MINIMIS" amount as specified in the Code, such discount is includable in
taxable income of the Unitholders on an accrual basis computed daily, without
regard to when payments of interest on such Securities are received. The
Code provides a complex set of rules regarding the accrual of original issue
discount. These rules provide that original issue discount generally accrues
on the basis of a constant compound interest rate over the term of the
Securities. Unitholders should consult their tax advisers as to the amount
of original issue discount as it accrues.
Special original issue discount rules apply if the purchase price of the
Security by a Trust exceeds its original issue price plus the amount of
original issue discount which would have previously accrued based upon its
issue price (its "ADJUSTED ISSUE PRICE"). Similarly, these special rules
would apply to a Unitholder if the tax basis of his pro rata portion of a
Security issued with original issue discount exceeds his pro rata portion of
its adjusted issue price. Unitholders should also consult their tax advisers
regarding these special rules.
Market Discount -- If a Unitholder's tax basis in his pro rata portion
of Securities is less than the allocable portion of such Security's stated
redemption price at maturity (or, if issued with original issue discount, the
allocable portion of its "REVISED ISSUE PRICE"), such difference will
constitute market discount unless the amount of market discount is "DE
MINIMIS" as specified in the Code. Market discount accrues daily computed on
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a straight-line basis, unless the Unitholder elects to calculate accrued
market discount under a constant-yield method. The market discount rules do
not apply to Stripped Treasury Securities because they are stripped debt
instruments subject to special original issue discount rules discussed above.
Unitholders should consult their own tax advisers regarding whether an
election should be made and as to the amount of market discount which accrues.
Accrued market discount is generally includible in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Securities, on the sale, maturity or
disposition of such Securities by a Trust, and on the sale by a Unitholder of
Units, unless a Unitholder elects to include the accrued market discount in
taxable income as such discount accrues. If a Unitholder does not elect to
annually include accrued market discount in taxable income as it accrues,
deductions for any interest expense incurred by the Unitholder which is
incurred to purchase or carry his Units will be reduced by such accrued
market discount. In general, the portion of any interest expense which was
not currently deductible would ultimately be deductible when the accrued
market discount is included in income.
Computation of the Unitholder's Tax Basis -- The tax basis of a
Unitholder with respect to his interest in a Security is increased by the
amount of original issue discount (and market discount, if the Unitholder
elects to include market discount, if any, on the Securities held by a Trust
in income as it accrues) thereon properly included in the Unitholder's gross
income as determined for Federal income tax purposes and reduced by the
amount of any amortized premium which the Unitholder has properly elected to
amortize under Section 171 of the Code. A Unitholder's tax basis in his
Units will equal his tax basis in his pro rata portion of all of the assets
of a Trust.
Recognition of Taxable Gain or Loss upon Disposition of Obligations by a
Trust or Disposition of Unit -- A Unitholder will recognize taxable capital
gain (or loss) when all or part of his pro rata interest in a Security is
disposed of in a taxable transaction for an amount greater (or less) than his
tax basis therefor. Any gain recognized on a sale or exchange and not
constituting a realization of accrued "market discount," and any loss, will
generally be capital gain or loss except in the case of a dealer or financial
institution. As previously discussed, gain realized on the disposition of
the interest of a Unitholder in any Security deemed to have been acquired
with market discount will be treated as ordinary income to the extent the
gain does not exceed the amount of accrued market discount not previously
taken into income. Any capital gain or loss arising from the disposition of
a Security by a Trust or the disposition of Units by a Unitholder will be
short-term capital gain (or loss) unless the Unitholder has held his Units
for more than one year in which case such capital gain or loss will be
long-term. For taxpayers other than corporations, net capital gains are
subject to a maximum marginal stated tax rate of 28 percent. However, it
should be noted that legislative proposals are introduced from time to time
that affect tax rates and could affect relative differences at which ordinary
income and capital gains are taxed. The tax cost reduction requirements of
the Code relating to amortization of bond premium may, under some
circumstances, result in the Unitholder's realizing taxable gain when his
Units are sold or redeemed for an amount equal to or less than his original
cost.
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If the Unitholder disposes of a Unit, he is deemed thereby to have
disposed of his entire pro rata interest in all Trust assets, including his
pro rata portion of all of the Securities represented by the Unit. This may
result in a portion of the gain, if any, on such sale being taxable as
ordinary income under the market discount rules (assuming no election was
made by the Unitholder to include market discount in income as it accrues) as
previously discussed.
"The Revenue Reconciliation Act of 1993" (the "TAX ACT") raised tax
rates on ordinary income while capital gains remain subject to a 28 percent
maximum stated rate for taxpayers other than corporations. Because some or
all capital gains are taxed at a comparatively lower rate under the Tax Act,
the Tax Act includes a provision that recharacterizes capital gains as
ordinary income in the case of certain financial transactions that are
"conversion transactions" effective for transactions entered into after April
30, 1993. Unitholders and prospective investors should consult with their
tax advisers regarding the potential effect of this provision on their
investment in Units.
Foreign Investors -- A Unitholder who is a foreign investor (I.E., an
investor other than a U.S. citizen or resident of a U.S. corporation,
partnership, estate or trust) will not be subject to United States federal
income taxes, including withholding taxes, on interest income (including any
original issue discount) on, or any gain from the sale or other disposition
of, his pro rata interest in any Security or the sale of his Units PROVIDED
that (i) the interest income or gain is not effectively connected to the
conduct by the foreign investor of a trade or business within the United
States, (ii) with respect to any gain, the foreign investor (if an
individual) is not present in the United States for 183 days or more during
his taxable year, (iii) the foreign investor provides all certification which
may be required of his or her status (foreign investors may contact the
Sponsor to obtain a Form W-8 which must be filed with the Trustee and refiled
every three calendar years thereafter) and (iv) FURTHER PROVIDED that the
exemption from withholding for U.S. Federal income taxes for interest on any
U.S. Securities shall apply to the extent the securities were issued after
July 18, 1984. Foreign investors should consult their tax advisers with
respect to United States tax consequences of ownership of Units. On December
7, 1995 the U.S. Treasury Department released proposed legislation that, if
adopted, could affect the United States federal income taxation of such
non-United States Unitholders and the portion of the Trust's income allocable
to non-United States Unitholders.
In the opinion of Carter, Ledyard & Milburn, special counsel to the
Trusts for New York tax matters each Trust is not an association taxable as a
corporation and the income of each Trust will be treated as the income of the
Unitholders under the existing income tax laws of the State and City of New
York.
General -- Each Unitholder (other than a foreign investor who has
properly provided the certifications described above) will be requested to
provide the Unitholder's taxpayer identification number to the Trustee and to
certify that the Unitholder has not been notified that payments to the
Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided with
requested, distributions by a Trust to such Unitholder will be subject to
back-up withholding.
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The foregoing discussion relates only to United States federal income
taxes and applies only to the Trusts which are described in this Prospectus;
Unitholders may be subject to state and local taxation in other jurisdictions
(including a foreign investor's country of residence). Unitholders should
consult their tax advisers regarding potential state, local, or foreign
taxation with respect to the Units and the tax treatment of Securities
acquired at an original issue discount or market discount and premium, if any.
TRUST OPERATING EXPENSES
No annual advisory fee is charged to the Trusts by the Sponsor. The
Sponsor does, however, receive those fees as set forth in "Expense
Information" in Part A of this Prospectus for regularly evaluating the
Securities and for maintaining surveillance over the portfolio. (See "UNIT
VALUE AND EVALUATION.")
The Trustee receives for ordinary recurring services an annual fee for
each Trust as set forth in "Expense Information" appearing in Part A of this
Prospectus. The Trustee's fee may be periodically adjusted in response to
fluctuations in short-term interest rates (reflecting the cost to the Trustee
of advancing funds to a Trust to meet scheduled distributions) and may be
further adjusted in accordance with the cumulative percentage increase of the
United States Department of Labor's Consumer Price Index entitled "All
Services Less Rent of Shelter" since the establishment of the Trusts. The
Trustee has the use of funds, if any, being held in the Interest and
Principal Accounts of each Trust for future distributions, payment of
expenses and redemptions. These Accounts are non-interest bearing to
Unitholders. Pursuant to normal banking procedures, the Trustee benefits
from the use of funds held therein. Part of the Trustee's compensation for
its services to the Trusts is expected to result from such use of these funds.
All or a portion of the expenses incurred in establishing the Trusts,
including costs of preparing the registration statement, the trust indenture
and other closing documents, registering Units with the Securities and
Exchange Commission and states, the initial audit of each Trust portfolio,
the initial evaluation, legal fees, the initial fees and expenses of the
Trustee and any other non-material out-of-pocket expenses, will be paid by
the Trusts and amortized over the life of such Trusts. The following are
additional expenses of the Trusts and, when paid by or are owed to the
Trustee, are secured by a lien on the assets of the Trust or Trusts to which
such expenses are allocable: (1) the expenses and costs of any action
undertaken by the Trustee to protect the Trusts and the rights and interests
of the Unitholders; (2) all taxes and other governmental charges upon the
Securities or any part of the Trusts (no such taxes or charges are being
levied or made or, to the knowledge of the Sponsor, contemplated); (3)
amounts payable to the Trustee as fees for ordinary recurring services and
for extraordinary non-recurring services rendered pursuant to the Indenture,
all disbursements and expenses including counsel fees (including fees of
counsel which the Trustee may retain) sustained or incurred by the Trustee in
connection therewith; and (4) any losses or liabilities accruing to the
Trustee without negligence, bad faith or willful misconduct on its part. The
Trustee is empowered to sell Securities in order to pay these amounts if
funds are not otherwise available in the applicable Interest and Principal
Accounts.
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The Indenture requires each Trust to be audited on an annual basis at
the expense of the Trust by independent public accountants selected by the
Sponsor. The Trustee shall not be required, however, to cause such an audit
to be performed if its cost to a Trust shall exceed $.05 per Unit on an
annual basis. Unitholders of a Trust covered by an audit may obtain a copy
of the audited financial statements upon request.
DISTRIBUTIONS TO UNITHOLDERS
Interest received by the Trustee on the Securities in each Trust,
including that part of the proceeds of any disposition of Securities which
represents accrued interest shall be credited to the "Interest Account" of
such Trust and all other moneys received by the Trustee shall be credited to
the "Principal Account" of such Trust.
The pro rata share of cash in the Principal Account in each Trust will
be computed as of each monthly Record Date and distributions to the
Unitholders as of such Record Date will be made on or shortly after the
fifteenth day of the month. Proceeds received from the disposition,
including sale, call or maturity, of any of the Securities and all amounts
paid with respect to zero coupon bonds and Stripped Obligations will be held
in the Principal Account and either used to pay for Units redeemed or
distributed on the Distribution Date following the next monthly Record Date.
The Trustee is not required to make a distribution from the Principal Account
of any Trust unless the amount available for distribution in such account
equals at least ten cents per Unit.
The pro rata share of the Interest Account in each Trust will be
computed by the Trustee each month as of each Record Date and distributions
will be made on or shortly after the fifteenth day of the month to
Unitholders of such Trust as of the Record Date. Persons who purchase Units
between a Record Date and a Distribution Date will receive their first
distribution on the Distribution Date following the next Record Date under
the applicable plan of distribution.
See Part A of this Prospectus for details of distributions per Unit of
each Trust based upon estimated Net Annual Interest Income at the Initial
Date of Deposit. The amount of the regular distributions will generally
change when Securities are redeemed, mature or are sold or when fees and
expenses increase or decrease. For the purpose of minimizing fluctuations in
the distributions from the Interest Account of a Trust, the Trustee is
authorized to advance such amounts as may be necessary to provide for
interest distributions of approximately equal amounts. The Trustee shall be
reimbursed, without interest, for any such advances from funds in the
Interest Account of such Trust. The Trustee's fee takes into account the
costs attributable to the outlay of capital needed to make such advances.
As of the first day of each month the Trustee will deduct from the
Interest Account of a Trust or, to the extent funds are not sufficient
therein, from the Principal Account of a Trust, amounts needed for payment of
expenses of such Trust. The Trustee also may withdraw from said accounts
such amount, if any, as it deems necessary to establish a reserve for any
governmental charges payable out of such Trust. Amounts so withdrawn shall
not be considered a part of a Trust's assets until such time as the Trustee
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shall return all or any part of such amounts to the approximate account. In
addition, the Trustee shall withdraw from the Interest Account and the
Principal Account of a Trust such amounts as may be necessary to cover
redemptions of Units of such Trust by the Trustee. Funds which are available
for future distributions, redemptions and payment of expenses are held in
accounts which are non-interest bearing to Unitholders and are available for
use by the Trustee pursuant to normal banking procedures.
ACCUMULATION PLAN
The Sponsor is also the principal underwriter of several open-end mutual
funds (the "ACCUMULATION FUNDS") into which Unitholders may choose to
reinvest Trust distributions. Unitholders may elect to reinvest principal
distributions or interest and principal distributions automatically, without
any sales charge. Each Accumulation Fund has investment objectives which
differ in certain respects from those of the Trusts and may invest in
securities which would not be eligible for deposit in the Trusts. Further
information concerning the Accumulation Plan and a list of Accumulation Funds
is set forth in the Information Supplement of this Prospectus, which may be
obtained by contacting the Trustee at the phone number listed on the back
cover of this Prospectus.
Participants may at any time, by so notifying the Trustee in writing,
elect to change the Accumulation Fund into which their distributions are
being reinvested, to change from principal only reinvestment to reinvestment
of both principal and interest or vice versa, or to terminate their
participation in the Accumulation Plan altogether and receive future
distributions on their Units in cash. There will be no charge or other
penalty for such change of election or termination. The character of Trust
distributions for income tax purposes will remain unchanged even if they are
reinvested in an Accumulation Fund.
REPORTS TO UNITHOLDERS
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of interest, if any, and the amount
of other receipts (received since the preceding distribution) being
distributed, expressed in each case as a dollar amount representing the pro
rata share of each Unit of a Trust outstanding and a year to date summary of
all distributions paid on said Units. Within a reasonable period of time
after the end of each calendar year, the Trustee shall furnish to each
person, who at any time during the calendar year was a registered Unitholder
of a Trust, a statement with respect to such Trust (i) as to the Interest
Account: interest received (including amounts representing interest received
upon any disposition of Securities), deductions for fees and expenses of such
Trust, redemption of Units and the balance remaining after such distributions
and deductions, expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (ii) as to the Principal Account:
the dates of disposition of any Securities and the net proceeds received
therefrom (excluding any portion representing accrued interest), the amount
paid for purchase of Replacement Securities, the amount paid upon redemption
of Units, deductions for payment of applicable taxes and fees and expenses of
the Trustee, and the balance remaining after such distributions and
deductions expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last business
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day of such calendar year; (iii) a list of the Securities held and the number
of Units outstanding on the last business day of such calendar year; (iv) the
Unit Value based upon the last computation thereof made during such calendar
year; and (v) amounts actually distributed during such calendar year from the
Interest Account and from the Principal Account, separately stated, expressed
both as total dollar amounts and as dollar amounts representing the pro rata
share of each Unit outstanding.
UNIT VALUE AND EVALUATION
The value of each Trust is determined by the Sponsor on the basis of (1)
the cash on hand in the Trust or moneys in the process of being collected,
(2) the value of the Securities in the Trust based on the BID prices of the
Securities and (3) interest accrued thereon not subject to collection, LESS
(1) amounts representing taxes or governmental charges payable out of the
Trust and (2) the accrued expenses of the Trust. The result of such
computation is divided by the number of Units of such Trust outstanding as of
the date thereof to determine the per Unit value ("UNIT VALUE") of such
Trust. The Sponsor may determine the value of the Securities in each Trust
(1) on the basis of current BID prices of the Securities obtained from
dealers or brokers who customarily deal in securities comparable to those
held by a Trust, (2) if bid prices are not available for any of the
Securities, on the basis of bid prices for comparable securities, (3) by
causing the value of the Securities to be determined by others engaged in the
practice of evaluating, quoting or appraising comparable securities or (4) by
any combination of the above. Although the Unit Value of each Trust is based
on the BID prices of the Securities, the Units are sold initially to the
public at the Public Offering Price based on the OFFERING prices of the
Securities.
DISTRIBUTIONS OF UNITS TO THE PUBLIC
Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States
of America.
Promptly following the deposit of Securities in exchange for Units of
the Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial
banks under an agreement to release such Units from time to time as needed
for distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $5,000 or 50
Units, whichever is less. The Sponsor reserves the right to reject, in whole
or in part, any order for the purchase of Units.
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The Sponsor plans to allow a discount to brokers and dealers in
connection with the primary distribution of Units and also in secondary
market transactions. The amounts of such discounts are set forth in Part A
of this Prospectus.
The Sponsor currently intends to maintain a secondary market for Units
of each Trust. See "MARKET FOR UNITS."
The Sponsor reserves the right to change the amount of the dealer
concessions set forth in Part A of this Prospectus from time to time.
Registered investment advisers, certified financial planners and
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or
provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed, and bank
trust departments investing funds over which they exercise exclusive
discretionary investment authority and that are held in a fiduciary, agency,
custodial or similar capacity, are not entitled to receive any dealer
concession for any sales made to investors which qualified as "Discounted
Purchases" during the primary or secondary market. (See "PUBLIC OFFERING
PRICE.")
Certain commercial banks are making Units of the Trusts available to
their customers on an agency basis. A portion of the sales charge paid by
these customers is retained by or remitted to the banks in the amounts shown
in the above table. The Glass-Steagall Act prohibits banks from underwriting
Trust Units; the Act does, however, permit certain agency transactions and
banking regulators have not indicated that these particular agency
transactions are not permitted under the Act. In Texas and in certain other
states, any bank making Units available must be registered as a broker-dealer
under state law.
OWNERSHIP AND TRANSFER OF UNITS
The ownership of Units is evidenced by book entry positions recorded on
the books and records of the Trustee unless the Unitholder expressly requests
that the purchased Units be evidenced in Certificate form. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee
the Certificate along with a written request that the Units represented by
such Certificate be held in book entry form. Likewise, a Unitholder who
holds Units in book entry form may obtain a Certificate for such Units by
written request to the Trustee. Units may be held in denominations of one
Unit or any multiple or fraction thereof. Fractions of Units are computed to
three decimal places. Any Certificates issued will be numbered serially for
identification, and are issued in fully registered form, transferable only on
the books of the Trustee. Book entry Unitholder will receive a Book Entry
Position Confirmation reflecting their ownership.
Units are transferable by making a written request to the Trustee and,
in the case of Units evidenced by Certificate(s), by presenting and
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surrendering such Certificate(s) to the Trustee, at its address listed on the
back cover of this Part B of the Prospectus, properly endorsed or accompanied
by a written instrument or instruments of transfer. The Certificate(s)
should be sent registered or certified mail for the protection of the
Unitholders. Each Unitholder must sign such written request, and such
Certificate(s) or transfer instrument, exactly as his name appears on (a) the
face of the Certificate(s) representing the Units to be transferred, or (b)
the Book Entry Position Confirmation(s) relating to the Units to be
transferred. Such signature(s) must be guaranteed by a guarantor acceptable
to the Trustee. In certain instances the Trustee may require additional
documents such as, but not limited to, trust instruments, certificates of
death, appointments as executor or administrator or certificates of corporate
authority. Mutilated Certificates must be surrendered to the Trustee in
order for a replacement Certificate to be issued. Although at the date
hereof no charge is made and none is contemplated, a Unitholder may be
required to pay $2.00 to the Trustee for each Certificate reissued or
transfer of Units requested and to pay any governmental charge which may be
imposed in connection therewith.
Replacement of lost, stolen or destroyed certificates.
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of
Indemnification. The premium for such an indemnity bond may vary, but
currently amounts to 1% of the market value of the Units represented by the
Certificate. In the case however, of a Trust as to which notice of
termination has been given, the premium currently amounts to 0.5% of the
market value of the Units represented by such Certificate.
REDEMPTION
Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position
Confirmation) to the Trustee at its address listed on the back cover of this
Part B of the Prospectus (redemptions of 1,000 Units or more will require a
signature guarantee), (2) in the case of Units evidenced by a Certificate, by
also tendering such Certificate to the Trustee, duly endorsed or accompanied
by proper instruments of transfer with signatures guaranteed as explained
above, or provide satisfactory indemnity required in connection with lost,
stolen or destroyed Certificates and (3) payment of applicable governmental
charges, if any. Certificates should be sent only by registered or certified
mail to minimize the possibility of their being lost or stolen. (See
"OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will be charged. A
Unitholder may authorize the Trustee to honor telephone instructions for the
redemption of Units held in book entry form. Units represented by
Certificates may not be redeemed by telephone. The proceeds of Units
redeemed by telephone will be sent by check either to the Unitholder at the
address specified on his account or to a financial institution specified by
the Unitholder for credit to the account of the Unitholders. A Unitholder
wishing to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone Redemption
Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the completed Form is on
file, the Trustee will honor telephone redemption requests by any authorized
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person. The time a telephone redemption request is received determines the
"date of tender" as discussed below. The redemption proceeds will be mailed
within three business days following the telephone redemption request. Only
Units held in the name of individuals may be redeemed by telephone; accounts
registered in broker name, or accounts of corporations or fiduciaries
(including among others, trustees, guardians, executors and administrators)
may not use the telephone redemption privilege.
On the third business day following the date of tender, the Unitholder
will be entitled to receive in cash for each Unit tendered an amount equal to
the Unit Value of such Trust determined by the Trustee, as of 4:00 p.m.
eastern time, or as of any earlier closing time on a day on which the
Exchange is scheduled in advance to close at such earlier time, on the date
of tender as defined hereafter, plus accrued interest to, but not including,
the third business day after the date of tender ("REDEMPTION PRICE"). The
price received upon redemption may be more or less than the amount paid by
the Unitholder depending on the value of the Securities on the date of
tender. Unitholders should check with the Trustee or their broker to
determine the Redemption Price before tendering Units.
The "DATE OF TENDER" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that as
regards a redemption request received after 4:00 p.m. eastern time, or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time, or on any day on which the Exchange is
normally closed, the date of tender is the next day on which such Exchange is
normally open for trading and such request will be deemed to have been made
on such day and the redemption will be effected at the Redemption Price
computed on that day.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account of the appropriate Trust or, if the balance therein is insufficient,
from the Principal Account of such Trust. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell underlying Securities of a Trust in order to make funds
available for redemption. (See "REMOVAL OF SECURITIES FROM THE TRUSTS.")
Units so redeemed shall be cancelled. To the extent that Securities are sold
from a Trust, the size and diversity of such Trust will be reduced. Such
sales may be required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.
The Redemption Price is determined on the basis of the BID prices of the
Securities in each Trust, while the initial Public Offering Price of Units
will be determined on the basis of the OFFERING prices of the Securities as
of 4:00 p.m. eastern time on any day on which the Exchange is normally open
for trading, or as of any earlier closing time on a day on which the Exchange
is scheduled in advance to close at such earlier time, and such determination
is made. As of any given time, the difference between the bid and offering
prices of such Securities may be expected to average 1/2% to 2% of principal
amount. In the case of actively traded Securities, the difference may be as
little as 1/4 to 1/2 of 1%, and in the case of inactively traded Securities
such difference usually will not exceed 3%.
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The right of redemption may be suspended and payment postponed (1) for
any period in which the New York Stock Exchange is closed, other than
customary weekend and holiday closings or for any period during which the
Securities and Exchange Commission determines that trading on the New York
Stock Exchange is restricted, (2) for any period during which an emergency
exists, as a result of which disposal or evaluation of the Securities is not
reasonably practicable, or (3) for such other periods as the Securities and
Exchange Commission may by order permit.
Under regulations issued by the Internal Revenue Service, the Trustee
will be required to withhold a specified percentage of the principal amount
of a Unit redemption if the Trustee has not been furnished the redeeming
Unitholder's tax identification number in the manner required by such
regulations. Any amount so withheld is transmitted to the Internal Revenue
Service and may be recovered by the Unitholder only when filing his or her
tax return. Under normal circumstances the Trustee obtains the Unitholder's
tax identification number from the selling broker at the time the Certificate
or Book Entry Return Confirmation is issued, and this number is printed on
the Certificate or Book Entry Return Confirmation and on distribution
statements. If a Unitholder's tax identification number does not appear as
described above, or if it is incorrect, the Unitholder should contact the
Trustee before redeeming Units to determine what action, if any, is required
to avoid this "back-up withholding."
PURCHASE OF UNITS BY THE SPONSOR
The Trustee will notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time equals
or exceeds the Redemption Price it may purchase such Units by notifying the
Trustee before the close of business on the second succeeding business day
and by making payment therefor to the Unitholder not later than the day on
which payment would otherwise have been made by the Trustee. (See
"REDEMPTION.") The Sponsor's current practice is to bid at the Redemption
Price in the secondary market. Units held by the Sponsor may be tendered to
the Trustee for redemption as any other Units.
REMOVAL OF SECURITIES FROM THE TRUSTS
Securities will be removed from a Trust as they mature or are redeemed
by the issuers thereof. The Indenture also empowers the Trustee to sell
Securities for the purpose of redeeming Units tendered by any Unitholder, and
for the payment of expenses for which income may not be available. Under the
Indenture, the Sponsor is obligated to provide the Trustee with a current
list of Securities in each Trust to be sold in such circumstances. In
deciding which Securities should be sold the Sponsor intends to consider,
among other things, such factors as: (1) market conditions; (2) market prices
of the Securities; (3) the effect on income distributions to Unitholders of
the sale of various Securities; (4) the effect on principal amount of
underlying Securities per Unit of the sale of various Securities; (5) the
financial condition of the issuers; and (6) the effect of the sale of various
Securities on the investment character of the Trust. Such sales, if
required, could result in the sale of Securities by the Trustee at prices
less than original cost to the Trust. To the extent Securities are sold, the
size and diversity of such Trust will be reduced.
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In addition, the Sponsor is empowered to direct the Trustee to liquidate
Securities upon the happening of certain other events, such as default in the
payment of principal and/or interest, an action of the issuer that will
adversely affect its ability to continue payment of the principal of and
interest on its Securities, or an adverse change in market, revenue or credit
factors affecting the investment character of the Securities. If a default
in the payment of the principal of and/or interest on any of the Securities
occurs, and if the Sponsor fails to instruct the Trustee whether to sell or
continue to hold such Securities within 30 days after notification by the
Trustee to the Sponsor of such default, the Indenture provides that the
Trustee shall liquidate said Securities forthwith and shall not be liable for
any loss so incurred. The Sponsor may also direct the Trustee to liquidate
Securities in a Trust if the Securities in the Trust are the subject of an
advanced refunding generally considered to be when refunding securities are
issued and the proceeds thereof are deposited in irrevocable trust to retire
the refunded Securities on their redemption date.
Except as stated in "COMPOSITION OF TRUSTS" regarding the deposit of
additional securities or the limited right of substitution of Replacement
Securities for Failed Securities, and except for refunding Securities that
may be exchanged for Securities under certain conditions specified in the
Indenture, the Indenture does not permit either the Sponsor or the Trustee to
acquire or deposit securities either in addition to, or in substitution for,
any of the Securities initially deposited in a Trust.
INFORMATION ABOUT THE TRUSTEE
The Trustee and its address are stated on the back cover of this Part B
of the Prospectus. The Trustee is subject to supervision and examination by
the Federal Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System and either the Comptroller of the Currency or state
banking authorities.
Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unitholders
for taking any action or for refraining from any action in good faith
pursuant to the Indenture, or for errors in judgment, but shall be liable
only for their own negligence, lack of good faith or willful misconduct. The
Trustee shall not be liable for depreciation or loss incurred by reason of
the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Indenture, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Indenture.
The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon or upon it as Trustee under the Indenture or upon or in respect of
any Trust which the Trustee may be required to pay under any present or
future law of the United States of America or of any other taxing authority
having jurisdiction. In addition, the Indenture contains other customary
provisions limiting the liability of the Trustee.
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Successor Trustees and Sponsors
The Trustee or any successor trustee may resign by executing an
instrument of resignation in writing and filing same with the Sponsor and
mailing a copy of a notice of resignation to all Unitholders then of record.
Upon receiving such notice, the Sponsor is required to promptly appoint a
successor trustee. If the Trustee becomes incapable of acting or is adjudged
a bankrupt or insolvent, or a receiver or other public officer shall take
charge of its property or affairs, the Sponsor may remove the Trustee and
appoint a successor by written instrument. The resignation or removal of a
trustee and the appointment of a successor trustee shall become effective
only when the successor trustee accepts its appointment as such. Any
successor trustee shall be a corporation authorized to exercise corporate
trust powers, having capital, surplus and undivided profits of not less than
$5,000,000. Any corporation into which a trustee may be merged or with which
it may be consolidated, or any corporation resulting from any merger or
consolidation to which a trustee shall be a party, shall be the successor
trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of
a successor.
If the Sponsor fails to undertake any of its duties under the Indenture,
and no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint
a successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
INFORMATION ABOUT THE SPONSOR
Founded in 1898, Nuveen is the oldest and largest investment banking
firm specializing in the underwriting and distribution of tax-exempt
securities and maintains the largest research department in the investment
banking community devoted exclusively to the analysis of municipal
securities. In 1961, Nuveen began sponsoring the Nuveen Tax-Free Unit Trust
and since that time has issued more than $36 billion in tax-exempt unit
trusts, including over $12 billion in tax-exempt insured unit trusts. In
addition, Nuveen open-end and closed-end funds held approximately $35 billion
in securities under management as of the date of this Statement. Over
1,000,000 individuals have invested to date in Nuveen's tax-exempt funds and
trusts. 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 located in St. Paul, Minnesota and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen is a
member of the National Association of Securities Dealers, Inc. and the
Securities Industry Association and has its principal offices located in
Chicago (333 West Wacker Drive) and New York (Swiss Bank Tower, 10 East 50th
Street). Nuveen maintains 11 regional offices.
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To help advisers and investors better understand and more efficiently
use an investment in the Trusts to reach their investment goals, the Sponsor
may advertise and create specific investment programs and systems. For
example, such activities may include presenting information on how to use an
investment in the Trust, alone or in combination with an investment in other
mutual funds or unit investment trusts sponsored by Nuveen, to accumulate
assets for future education needs or periodic payments such as insurance
premiums. The Trusts' sponsor may produce software or additional sales
literature to promote the advantages of using the Trusts to meet these and
other specific investor needs.
OTHER INFORMATION
Amendment of Indenture
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or
(2) to make such other provisions as shall not adversely affect the
Unitholders, provided, however, that the Indenture may not be amended to
permit the deposit or acquisition of securities either in addition to, or in
substitution for any of the Securities initially deposited in any Trust
except as stated in "COMPOSITION OF TRUSTS" regarding the creation of
additional Units and the limited right of substitution of Replacement
Securities and except for the substitution of refunding securities under
certain circumstances. The Trustee shall advise the Unitholders of any
amendment promptly after execution thereof.
Termination of Indenture
Each Trust may be liquidated at any time by written consent of 100% of
the Unitholders or by the Trustee when the value of such Trust, as shown by
any evaluation, is less than 20% of the original principal amount of such
Trust and will be liquidated by the Trustee in the event that Units not yet
sold aggregating more than 60% of the Units originally created are tendered
for redemption by the Sponsor thereby reducing the net worth of such Trust to
less than 40% of the principal amount of the Securities originally deposited
in the portfolio. (See "Performance Information" appearing in Part A of this
Prospectus.) The sale of Securities from the Trusts upon termination may
result in realization of a lesser amount than might otherwise be realized if
such sale were not required at such time. For this reason, among others, the
amount realized by a Unitholder upon termination may be less than the
principal amount of Securities originally represented by the Units held by
such Unitholder. The Indenture will terminate upon the redemption, sale or
other disposition of the last Security held thereunder, but in no event shall
it continue beyond the end of the calendar year preceding the twentieth
anniversary of its execution for Long-Term, Long Intermediate, and
Intermediate Trusts or beyond the end of the calendar year preceding the
tenth anniversary of its execution for Short Intermediate and Short Term
Trusts.
Written notice of any termination specifying the time or times at which
Unitholders may surrender their Certificates, if any, for cancellation shall
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be given by the Trustee to each Unitholder at the address appearing on the
registration books of a Trust maintained by the Trustee. Within a reasonable
time thereafter, the Trustee shall liquidate any Securities in the Trust then
held and shall deduct from the assets of the Trust any accrued costs,
expenses or indemnities provided by the Indenture which are allocable to such
Trust, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to provide for payment of
any applicable taxes or other governmental charges. The Trustee shall then
distribute to Unitholders of such Trust their pro rata share of the balance
of the Interest and Principal Accounts. With such distribution, the
Unitholders shall be furnished a final distribution statement, in
substantially the same form as the annual distribution statement, of the
amount distributable. At such time as the Trustee in its sole discretion
shall determine that any amounts held in reserve are no longer necessary, it
shall make distribution thereof to Unitholders in the same manner.
Legal Opinion
The legality of the Units offered hereby has been passed upon by Chapman
and Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard
& Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for
the Trustee with respect to the Series.
Auditors
The "Statement of Condition" and "Schedule of Investments" at Initial
Date of Deposit included in Part A of this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said report.
Supplemental Information
Upon written or telephonic request to the Trustee, investors will
receive at no cost to the investor supplemental information about this Trust,
which has been filed with the Securities and Exchange Commission and is
intended to supplement information contained in Part A and Part B of this
Prospectus. This supplement includes additional general information about
the Sponsor and the Trusts.
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NUVEEN UNIT TRUSTS
PROSPECTUS -- PART B
MAY 1, 1997
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700
Swiss Bank Tower
10 East 50th Street
New York, NY 10022
Telephone: 212-207-2000
Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787
Legal Counsel to Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603
Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603
Except as to statements made herein furnished by the Trustee, the
Trustee has assumed no responsibility for the accuracy, adequacy and
completeness of the information contained in this Prospectus.
This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities
Act of 1933, and to which reference is made.
No person is authorized to give any information or to make
representations not contained in this Prospectus or in supplemental
information or sales literature prepared by the Sponsor, and any information
or representation not contained therein must not be relied upon as having
been authorized by either the Trusts, the Trustee or the Sponsor. This
Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any State to any Person to whom it is not lawful
to make such offer in such state. The Trusts are registered as Unit
Investment Trusts under the Investment Company Act of 1940, as amended. Such
registration does not imply that the Trusts or any of their Units have been
guaranteed, sponsored, recommended or approved by the United States or any
State or agency or officer thereof.
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NUVEEN UNIT TRUSTS
U.S. TREASURY TRUST PROSPECTUS
MAY 1, 1997
NUVEEN UNIT TRUSTS
INFORMATION SUPPLEMENT
NUVEEN UNIT TRUST SERIES 1
The Information Supplement provides additional information concerning
the structure and operations of a Nuveen Unit Trust not found in the
prospectuses for the Trusts. This Information Supplement is not a prospectus
and does not include all of the information that a prospective investor
should consider before investing in a Trust. This Information Supplement
should be read in conjunction with the prospectus for the Trust in which an
investor is considering investing ("PROSPECTUS"). Copies of the Prospectus
can be obtained by calling or writing the Trustee at the telephone number and
address indicated in Part B of the Prospectus. This Information Supplement
has been created to supplement information contained in the Prospectus.
This Information Supplement is dated ______________. Capitalized terms
have been defined in the Prospectus.
TABLE OF CONTENTS
ACCUMULATION PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
INFORMATION ABOUT THE SPONSOR. . . . . . . . . . . . . . . . . . . . . . . . .4
EFFECT OF STATE PERSONAL INCOME TAX EXEMPTION. . . . . . . . . . . . . . . . .6
APPENDIX A -- U.S. TREASURY TRUST, SHORT-INTERMEDIATE SERIES 1 CASH FLOWS
<PAGE>
ACCUMULATION PLAN
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into
which Unitholders may choose to reinvest Trust distributions automatically,
without any sales charge. Unitholders may reinvest both interest and
principal distributions or principal distributions only. Each Accumulation
Fund has investment objectives which differ in certain respects from those of
the Trusts and may invest in securities which would not be eligible for
deposit in the Trusts. The investment adviser to each Accumulation Fund is a
wholly-owned subsidiary of the Sponsor. Unitholders should contact their
financial adviser or the Sponsor to determine which of the Accumulation Funds
they may reinvest into, as reinvestment in certain of the Accumulation Funds
may be restricted to residents of a particular state or states. Unitholders
may obtain a prospectus for each Accumulation Fund through their financial
adviser or through the Sponsor at (800) 621-7227. For a more detailed
description, Unitholders should read the prospectus of the Accumulation Fund
in which they are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject
to change without the consent of any of the Unitholders.
Accumulation Funds
MUTUAL FUNDS
NUVEEN FLAGSHIP MUNICIPAL TRUST
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
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NUVEEN FLAGSHIP MULTISTATE TRUST II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Growth and Income Stock Fund
MONEY MARKET FUNDS
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in
the Accumulation Plan and elect to have his or her distributions on Units of
the Trust invested directly in shares of one of the Accumulation Funds.
Reinvesting Unitholders may select any interest distribution plan.
Thereafter, each distribution of interest income or principal on the
participant's Units (principal only in the case of a Unitholder who has
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chosen to reinvest only principal distributions) will, on the applicable
distribution date, or the next day on which the New York Stock Exchange is
nominally open ("BUSINESS DAY") if the distribution date is not a business
day, automatically be received by the transfer agent for each of the
Accumulation Funds, on behalf of such participant and applied on that date to
purchase shares (or fractions thereof) of the Accumulation Fund chosen at net
asset value as computed as of 4:00 p.m. eastern time on each such date. All
distributions will be reinvested in the Accumulation Fund chosen and no part
thereof will be retained in a separate account. These purchases will be made
without a sales charge.
The Transfer Agent of the Accumulation Fund will mail to each
participant in the Accumulation Plan a quarterly statement containing a
record of all transactions involving purchases of Accumulation Fund shares
(or fractions thereof) with Trust interest distributions or as a result of
reinvestment of Accumulation Fund dividends. Any distribution of principal
used to purchase shares of an Accumulation Fund will be separately confirmed
by the Transfer Agent. Unitholders will also receive distribution statements
from the Trustee detailing the amounts transferred to their Accumulation Fund
accounts.
Participants may at any time, by so notifying the Trustee in writing,
elect to change the Accumulation Fund into which their distributions are
being reinvested, to change from principal only reinvestment to reinvestment
of both principal and interest or vice versa, or to terminate their
participation in the Accumulation Plan altogether and receive future
distributions on their Units in cash. There will be no charge or other
penalty for such change of election or termination. The character of Trust
distributions for income tax purposes will remain unchanged even if they are
reinvested in an Accumulation Fund.
INFORMATION ABOUT THE SPONSOR
Founded in 1898, Nuveen is the oldest and largest investment banking
firm specializing in the underwriting and distribution of tax-exempt
securities and maintains the largest research department in the investment
banking community devoted exclusively to the analysis of municipal
securities. In 1961, Nuveen began sponsoring the Nuveen Tax-Free Unit Trust
and since that time has issued more than $36 billion in tax-exempt unit
trusts, including over $12 billion in tax-exempt insured unit trusts. The
Sponsor is also principal underwriter of the registered open-end investment
companies set forth herein under "Accumulation Plan" as well as for the
Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of 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 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 Pennsylvania Investment
Quality Municipal Fund, Nuveen New Jersey Investment Quality Municipal Fund,
-4-
<PAGE>
Inc., and the 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, 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 Select
Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio 2, Nuveen
Insured California Select Tax-Free Income Portfolio, Nuveen Insured New York
Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund 2,
Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund,
Inc., 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 Insured New York Premium Income Municipal Fund, Inc., Nuveen Premium
Income Municipal Fund 4, Inc., Nuveen Pennsylvania Premium Income Municipal
Fund 2, Nuveen Maryland Premium Income Municipal Fund, Nuveen Virginia
Premium Income Municipal Fund, Nuveen Massachusetts Premium Income Municipal
Fund, Nuveen Insured California Premium Income Municipal Fund 2, Inc., Nuveen
Washington Premium Income Municipal Fund, Nuveen Georgia Premium Income
Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen
Connecticut Premium Income Municipal Fund, Nuveen North Carolina Premium
Income Municipal Fund, Nuveen California Premium Income Municipal Fund,
Nuveen Insured Premium Income Municipal Fund 2, all registered closed-end
management investment companies. These registered open-end and closed-end
investment companies currently have approximately $35 billion in securities
under management. Over 1,000,000 individuals have invested to date in
Nuveen's tax-exempt funds and trusts. 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 located in St. Paul, Minnesota and
is principally engaged in providing property-liability insurance through
subsidiaries. Nuveen is a member of the National Association of Securities
Dealers, Inc. and the Securities Industry Association and has its principal
offices located in Chicago (333 West Wacker Drive) and New York (Swiss Bank
Tower, 10 East 50th Street). Nuveen maintains 11 regional offices.
To help advisers and investors better understand and more efficiently
use an investment in the Trust to reach their investment goals, the Trust's
sponsor, John Nuveen & Co. Incorporated, may advertise and create specific
investment programs and systems. For example, such activities may include
presenting information on how to use an investment in the Trust, alone or in
combination with an investment in other mutual funds or unit investment
trusts sponsored by Nuveen, to accumulate assets for future education needs
or periodic payments such as insurance premiums. The Trust's sponsor may
produce software or additional sales literature to promote the advantages of
using the Trust to meet these and other specific investor needs.
The Sponsor offers a program of advertising support to registered
broker-dealer firms, banks and bank affiliates ("FIRMS") that sell Trust
-5-
<PAGE>
Units or shares of Nuveen Open-End Mutual Funds (excluding money-market
funds) ("FUNDS"). Under this program, the Sponsor will pay or reimburse the
Firm for up to one half of specified media costs incurred in the placement of
advertisements which jointly feature the Firm and the Nuveen Funds and
Trusts. Reimbursements to the Firm will be based on the number of the Firm's
registered representatives who have sold Fund Shares and/or Trust Units
during the prior calendar year according to an established schedule.
Reimbursements under this program will be made by the Sponsor and not by the
Funds or Trusts.
EFFECT OF STATE PERSONAL INCOME TAX EXEMPTION
The following Chart shows what the return on security that is subject to
state personal income taxes would have to be in order to equal 5.52%
Estimated Current Return on a Monthly Payment U.S. Treasury Series. This
Trust is free from state personal income taxes in all states; the comparable
security would be subject to deduction of state personal income taxes at the
maximum state rate. Of course, if you are not in the maximum state personal
income tax bracket, the fully taxable equivalent return would be less.
<TABLE>
<CAPTION>
FULLY TAXABLE FULLY TAXABLE
RETURN EQUIVALENT RETURN EQUIVALENT
TO 5.52% ESTIMATED TO 5.52% ESTIMATED
MAXIMUM STATE CURRENT RETURN ON MAXIMUM STATE CURRENT RETURN ON
PERSONAL INCOME MONTHLY PAYMENT PERSONAL INCOME MONTHLY PAYMENT
STATE TAX RATE(1) U.S. TREASURY SERIES STATE TAX RATE(1) U.S. TREASURY SERIES
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alabama 5.000%(2) 5.81% Nebraska 6.990% 5.93%
- -------------------------------------------------------------------------------------------------------------------------
Alaska 0.00 5.52 Nevada 0.000 5.52
- -------------------------------------------------------------------------------------------------------------------------
Arizona 5.600(2) 5.85 New Hampshire 5.000 5.81
- -------------------------------------------------------------------------------------------------------------------------
Arkansas 7.000 5.94 New Jersey 6.370 5.90
- -------------------------------------------------------------------------------------------------------------------------
California 9.300 6.09 New Mexico 8.500 6.03
- -------------------------------------------------------------------------------------------------------------------------
Colorado 5.000 5.81 New York 7.000 5.94
- -------------------------------------------------------------------------------------------------------------------------
Connecticut 4.500 5.78 North Carolina 7.750 5.98
- -------------------------------------------------------------------------------------------------------------------------
Delaware 7.100 5.94 North Dakota 12.000(7) 6.27
- -------------------------------------------------------------------------------------------------------------------------
Florida 0.000 5.52 Ohio 7.500 5.97
- -------------------------------------------------------------------------------------------------------------------------
Georgia 6.000 5.87 Oklahoma 10.000(2)(4) 6.13
- -------------------------------------------------------------------------------------------------------------------------
Hawaii 10.000 6.13 Oregon 9.000(2) 6.07
- -------------------------------------------------------------------------------------------------------------------------
Idaho 8.200 6.01 Pennsylvania 2.800 5.68
- -------------------------------------------------------------------------------------------------------------------------
Illinois 3.000 5.69 Puerto Rico 36.000(8) 8.63
- -------------------------------------------------------------------------------------------------------------------------
Indiana 3.400 5.71 Rhode Island 10.890(5) 6.19
- -------------------------------------------------------------------------------------------------------------------------
Iowa 9.980(2) 6.13 South Carolina 7.000 5.94
- -------------------------------------------------------------------------------------------------------------------------
Kansas 7.750 5.98 South Dakota 0.000 5.52
- -------------------------------------------------------------------------------------------------------------------------
Kentucky 6.000 5.87 Tennessee 6.000 5.87
- -------------------------------------------------------------------------------------------------------------------------
Louisiana 6.000 5.87 Texas 0.000 5.52
- -------------------------------------------------------------------------------------------------------------------------
Maine 8.500 6.03 Utah 7.200(3) 5.95
- -------------------------------------------------------------------------------------------------------------------------
Maryland 5.000 5.81 Vermont 9.900(5)(6) 6.13
- -------------------------------------------------------------------------------------------------------------------------
Massachusetts 12.000 6.27 Virginia 5.750 5.86
- -------------------------------------------------------------------------------------------------------------------------
Michigan 4.470 5.78 Washington 0.000 5.52
- -------------------------------------------------------------------------------------------------------------------------
Minnesota 8.500 6.03 West Virginia 6.500 5.90
- -------------------------------------------------------------------------------------------------------------------------
Mississippi 5.000 5.81 Wisconsin 6.930 5.93
- -------------------------------------------------------------------------------------------------------------------------
Missouri 6.000 5.87 Wyoming 0.000 5.52
- -------------------------------------------------------------------------------------------------------------------------
Montana 11.000 6.20 Dist. of Columbia 9.500 6.10
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
This Chart incorporates current applicable State income tax rates and
assumes that all income would otherwise be taxed at the investor's highest
tax rate. If you live in a locality which imposes local personal income
taxes, the fully taxable equivalent return may be greater than as shown on
this Chart. Yield figures are for example only.
(1) Based upon net amount subject to State income tax after deductions and
exemptions. This Chart does not reflect other possible tax factors,
such as the alternative minimum tax, personal exemptions, the phase out
of exemptions, itemized deductions and the possible partial disallowance
of deductions. Consequently, Unitholders are urged to consult their own
tax advisors in this regard.
(2) This state allows in any taxable year, the deduction from gross income
of payments of federal tax liability in that year.
-6-
<PAGE>
(3) This state allows in any taxable year, the deduction from gross income
of 50% of amounts paid on federal tax liability in that year.
(4) This maximum applicable rate may be 7% if the taxpayer chooses not to
deduct payments of federal tax liability.
(5) This rate is calculated as a percentage of the highest federal personal
income tax rate of 39.6%.
(6) The rate shown includes the maximum surtax imposed by this state of 6%
of federal personal income tax liability.
(7) The maximum applicable rate may be 14% of adjusted federal personal
income tax liability if the state tax calculated on that basis is less
than the state tax calculated on the basis of the rate shown above.
(8) An alternate basic tax may be assessed if greater than the tax
calculated on the basis of the rate shown above.
-7-
<PAGE>
NUVEEN UNIT TRUSTS
U.S. TREASURY TRUST PROSPECTUS
MAY 1, 1997
APPENDIX A
U.S. TREASURY TRUST, SHORT-INTERMEDIATE SERIES 1 CASH FLOWS
The table below sets forth the estimated distributions per 100 Units of
interest and principal to Unitholders. The table assumes no changes in Trust
expenses, no redemptions or sales of the underlying Securities prior to
maturity and the receipt of all principal due upon maturity. To the extent
the foregoing assumptions change, actual distributions will vary.
ESTIMATED ESTIMATED ESTIMATED
INTEREST INTEREST INTEREST
DATES DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS
<PAGE>
EXHIBIT E
JOHN NUVEEN & CO. INCORPORATED
OFFICERS AND DIRECTORS
A.
OFFICERS:
Timothy R. Schwertfeger Chairman of the Board of Directors, Chief
Executive Officer and Director
Anthony T. Dean President, Chief Operating Officer and Director
John P. Amboian Executive Vice President and Chief Financial
Officer
Bruce P. Bedford Executive Vice President
William Adams IV Vice President
Richard P. Davis Vice President
Clifton L. Fenton Vice President
Kathleen M. Flanagan Vice President
O. Walter Renfftlen Vice President and Controller
Anna R. Kucinskis Vice President
H. William Stabenow Vice President and Treasurer
Thomas C. Muntz Vice President
Robert B. Kuppenheimer Vice President
Paul C. Williams Vice President
Michael G. Gaffney Vice President
Robert D. Freeland Vice President
Bradford W. Shaw, Jr. Vice President
Stuart W. Rogers Vice President
Stephen D. Foy Vice President, Assistant Controller and
Assistant Secretary
Larry W. Martin Vice President, Assistant General Counsel
and Assistant Secretary
Gifford R. Zimmerman Vice President, Assistant General Counsel
and Assistant Secretary
DIRECTORS:
Anthony T. Dean Executive Vice President and Director
Timothy R. Schwertfeger Executive Vice President and Director
The principal business address of Messrs. Dean and Schwertfeger is 333 West
Wacker Drive, Chicago, Illinois.
<PAGE>
B.
Each officer and director of John Nuveen & Co. Incorporated has been an
officer, director or employee of the firm, or its corporate predecessor, for
more than five years last past, except as follows:
Mr. John P. Amboian became Executive Vice President and Chief Financial
Officer in June 1995. From June 1993 until such time he served as Senior
Vice President, Finance, Strategy & Systems for the Miller Brewing
Company. From August 1984 until such time he served as Vice President,
Finance Planning & Analysis for Kraft Foods, Inc.
Bruce P. Bedford became Executive Vice President in January 1997. Prior
thereto, he was Chairman and Chief Executive Officer of Flagship
Resources Inc., Flagship Financial Inc. and Flagship Funds Inc.
Richard P. Davis became Vice President in January 1997. Prior thereto,
he was President and Chief Operating Officer of Flagship Resources Inc.,
Flagship Financial Inc. and Flagship Funds Inc.
March 20, 1997
Chicago, Illinois
-2-
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned the Chief
Financial Officer and an Executive Vice President of John Nuveen & Co.
Incorporated, a Delaware corporation, hereby constitutes and appoints Larry
W. Martin, Morrison C. Warren and Gifford R. Zimmerman, and each of them
(with full power to act alone) his true and lawful attorney-in-fact and
agent, for him and on his behalf and in his name, place and stead, in any and
all capacities, to sign, execute and affix his seal thereto and file one or
more Registration Statements on Form S-6 under the Securities Act of 1933 or
any successor form required to be filed by Nuveen Unit Trusts under the
Securities Act of 1933, including any amendment or amendments thereto, with
all exhibits, Form N-8B-2 under the Investment Company Act of 1940 or any
successor form including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with respect
to any series of the Nuveen Unit Trusts whether or not in existence at the
date hereof with any regulatory authority, federal or state, relating to the
registration thereof, granting unto said attorneys, and each of them, full
power of authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned, Chief Financial Officer and
Executive Vice President of John Nuveen & Co. Incorporated, has hereunto set
his had this 20th day of March, 1997.
-----------------------------------
Signature
John P. Amboian
-----------------------------------
Print Name
<PAGE>
STATE OF __________________ )
COUNTY OF ________________ )
On this ______ day of ________________, John P. Amboian personally
appeared before me, a Notary Public in and for said County and State, who is
known to me to be the person whose name and signature is affixed to the
foregoing Power of Attorney and who acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
-----------------------------------
Notary Public
My Commission Expires
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned the President,
Chief Operating Officer and Director of John Nuveen & Co. Incorporated, a
Delaware corporation, hereby constitutes and appoints Larry W. Martin,
Morrison C. Warren and Gifford R. Zimmerman, and each of them (with full
power to act alone) his true and lawful attorney-in-fact and agent, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and affix his seal thereto and file one or more
Registration Statements on Form S-6 under the Securities Act of 1933 or any
successor form required to be filed by Nuveen Unit Trusts under the
Securities Act of 1933, including any amendment or amendments thereto, with
all exhibits, Form N-8B-2 under the Investment Company Act of 1940 or any
successor form including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with respect
to any series of the Nuveen Unit Trusts whether or not in existence at the
date hereof with any regulatory authority, federal or state, relating to the
registration thereof, granting unto said attorneys, and each of them, full
power of authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned, President, Chief Operating Officer
and Director of John Nuveen & Co. Incorporated, has hereunto set his had this
20th day of March, 1997.
-----------------------------------
Signature
Anthony T. Dean
-----------------------------------
Print Name
<PAGE>
STATE OF __________________ )
COUNTY OF _______________ )
On this ______ of ________________, Anthony T. Dean personally appeared
before me, a Notary Public in and for said County and State, who is known to
me to be the person whose name and signature is affixed to the foregoing
Power of Attorney and who acknowledged the same to be his voluntary act and
deed for the intent and purposes therein set forth.
--------------------------------
Notary Public
My Commission Expires
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned the Chairman of
the Board of Directors, Chief Executive Officer and Director of John Nuveen &
Co. Incorporated, a Delaware corporation, hereby constitutes and appoints
Larry W. Martin, Morrison C. Warren and Gifford R. Zimmerman, and each of
them (with full power to act alone) his true and lawful attorney-in-fact and
agent, for him and on his behalf and in his name, place and stead, in any and
all capacities, to sign, execute and affix his seal thereto and file one or
more Registration Statements on Form S-6 under the Securities Act of 1933 or
any successor form required to be filed by Nuveen Unit Trusts under the
Securities Act of 1933, including any amendment or amendments thereto, with
all exhibits, Form N-8B-2 under the Investment Company Act of 1940 or any
successor form including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with respect
to any series of the Nuveen Unit Trusts whether or not in existence at the
date hereof with any regulatory authority, federal or state, relating to the
registration thereof, granting unto said attorneys, and each of them, full
power of authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned, Chairman of the Board of Directors,
Chief Executive Officer and Director of John Nuveen & Co. Incorporated, has
hereunto set his had this 20th day of March, 1997.
-----------------------------------
Signature
Timothy R. Schwertfeger
-----------------------------------
Print Name
<PAGE>
STATE OF __________________)
COUNTY OF _______________)
On this ______ of ________________, Timothy R. Schwertfeger personally
appeared before me, a Notary Public in and for said County and State, who is
known to me to be the person whose name and signature is affixed to the
foregoing Power of Attorney and who acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
----------------------------------
Notary Public
My Commission Expires
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned the Vice President
and Controller of John Nuveen & Co. Incorporated, a Delaware corporation,
hereby constitutes and appoints Larry W. Martin, Morrison C. Warren and
Gifford R. Zimmerman, and each of them (with full power to act alone) his
true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and
affix his seal thereto and file one or more Registration Statements on Form
S-6 under the Securities Act of 1933 or any successor form required to be
filed by Nuveen Unit Trusts under the Securities Act of 1933, including any
amendment or amendments thereto, with all exhibits, Form N-8B-2 under the
Investment Company Act of 1940 or any successor form including any amendment
or amendments thereto, with all exhibits, and any and all other documents
required to be filed with respect to any series of the Nuveen Unit Trusts
whether or not in existence at the date hereof with any regulatory authority,
federal or state, relating to the registration thereof, granting unto said
attorneys, and each of them, full power of authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned, Vice President and Controller of
John Nuveen & Co. Incorporated, has hereunto set his had this 20th day of
March, 1997.
-----------------------------------
Signature
O. Walter Renfttlen
-----------------------------------
Print Name
<PAGE>
STATE OF __________________ )
COUNTY OF _______________ )
On this ______ of ________________, O. Walter Renfttlen personally
appeared before me, a Notary Public in and for said County and State, who is
known to me to be the person whose name and signature is affixed to the
foregoing Power of Attorney and who acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
---------------------------------
Notary Public
My Commission Expires
