<PAGE>
File No. 333-70129
1940 Act File No. 811-08103
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 2
to
Form S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust: Nuveen Unit Trusts, Series 28
B. Name of Depositor: John Nuveen & Co. Incorporated
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
John Nuveen & Co. Incorporated
Attention: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606
Chapman and Cutler
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
- ----
: : immediately upon filing pursuant to paragraph (b)
- ----
: : on (date) pursuant to paragraph (b)
- ----
: : 60 days after filing pursuant to paragraph (a)
- ----
: : on (date) pursuant to paragraph (a) of rule 485 or 486
- ----
: : This post-effective amendment designates a new effective date for a
- ---- previously filed post effective amendment.
E. Title of securities being registered: Units of fractional undivided
beneficial interest.
F. Approximate date of proposed sale to the public: As soon as practicable
after the effective date of the Registration Statement.
- ----
:X : Check box if it is proposed that this filing will become effective on
- ---- January 15, 1999 at 1:30 P.M. pursuant to Rule 487.
<PAGE>
[NUVEEN LOGO]
Defined Portfolios
Nuveen Unit Trusts, Series 28
Nuveen e-Commerce Sector Portfolio, January 1999
Nuveen Utility Sector Portfolio, January 1999
Prospectus Part A dated January 15, 1999
Overview
Nuveen Unit Trusts, Series 28 includes the separate unit investment trusts
listed above (the "Trusts"). Each Trust seeks the potential for capital
appreciation by investing primarily in the common stocks of companies in the
respective industry sector represented in each Trust. The Trusts may also invest
in American Depositary Receipts ("ADRs"). ADRs are denominated in U.S. dollars
and are typically issued by a U.S. bank or trust company. An ADR evidences
ownership of an underlying foreign security. The common stocks and ADRs are
collectively referred to as the "Securities". The Trusts are scheduled to
terminate in approximately five years.
This Part A Prospectus may not be distributed unless accompanied by the Nuveen
Sector Unit Trust Prospectus--Part B which is dated January 15, 1999. Part B of
this Prospectus is attached.
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.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
Contents
1 Overview
2 Trust Summary and Financial Highlights
4 Nuveen e-Commerce Sector Portfolio, January 1999
9 Nuveen Utility Sector Portfolio, January 1999
12 Risk Factors
12 Distributions
12 Income and Capital Distributions
12 Investing in the Trusts
12 Sales Charges
13 Dealer Concessions
13 General Information
13 Optional Features
14 Secondary Market for Units
14 Portfolio Selection
14 Termination
14 The Sponsor
15 Notes to Portfolios
16 Statements of Condition
17 Report of Independent Public Accountants
For the Table of Contents of Part B, see Part B of the Prospectus.
SCT-01-99-P
1
<PAGE>
Nuveen Unit Trusts, Series 28
Trust Summaries and Financial Highlights as of January 15, 1999
Nuveen Sector Portfolios
Essential Information
General Information
<TABLE>
<S> <C>
Initial Date of Deposit................................. January 15, 1999
Mandatory Termination Date.............................. January 15, 2004
Record Dates............................................ June 15 and December 15
Distribution Dates...................................... June 30 and December 31
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
e-Commerce Utility
Sector Sector
Portfolio Portfolio
-------------- ---------
Trust Information
<S> <C> <C>
CUSIP Numbers: dividends in cash...................... 67066T155 67066T171
dividends reinvest.................................... 67066T163 67066T189
Initial Number of Units(1)............................ 17,666 15,147
Aggregate Value of Securities......................... $174,897 $149,958
Estimated Annual Income Distribution per Unit(2)...... Not Applicable $ 0.41173
- --------------------------------------------------------------------------------
<CAPTION>
e-Commerce Utility
Sector Sector
Portfolio Portfolio
-------------- ---------
Public Offering Price(3)(5)
<S> <C> <C>
Aggregate Value of Securities per Unit................ $ 9.90 $ 9.90
Plus Maximum Sales Charge of 4.50%
(4.545% of the net amount invested)(4)............... 0.45 0.45
Less deferred sales charge(4)......................... 0.35 0.35
Public Offering Price per Unit........................ $ 10.00 $ 10.00
Maximum Organizational and Offering Costs per
Unit(5).............................................. $ 0.0188 $ 0.022
Expense Information
<CAPTION>
e-Commerce Utility
Sector Sector
Portfolio Portfolio
-------------- ---------
Sales Charges (Maximum Total 4.50%)(6)
<S> <C> <C>
Initial Sales Charge.................................. 1.00% 1.00%
Deferred Sales Charge................................. 3.50% 3.50%
Total Sales Charge.................................... 4.50% 4.50%
- --------------------------------------------------------------------------------
<CAPTION>
e-Commerce Utility
Sector Sector
Portfolio Portfolio
-------------- ---------
<S> <C> <C>
Maximum Organizational and Offering Costs per Unit(5). $0.0188 $0.022
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
e-Commerce Utility
Sector Sector
Portfolio Portfolio
---------- ---------
Estimated Annual Operating Expenses
per Unit
<S> <C> <C>
Trustee's Fee.............................................. $0.00950 $0.00950
Sponsor's Supervisory Fee(7)............................... $0.00350 $0.00350
Bookkeeping and Administrative Fee(7)...................... $0.00250 $0.00250
Evaluator's Fee(8)......................................... $0.00300 $0.00300
Miscellaneous Expenses..................................... $0.00550 $0.00550
Estimated Annual Expenses.................................. $0.02400 $0.02400
</TABLE>
- --------------------------------------------------------------------------------
Estimated Costs Over Time
The following are the estimated cumulative costs on a $1,000 investment in each
of the above Trusts, assuming (as mandated by the Securities and Exchange Com-
mission) a 5% annual return, and reinvestment of all distributions:
<TABLE>
<CAPTION>
One Year Three Years Five Years
-------- ----------- ----------
<S> <C> <C> <C>
Nuveen Sector Portfolios........................ $49.62 $54.53 $59.93
</TABLE>
The examples reflect both the estimated operating expenses and maximum sales
charge on an increasing investment (had the net annual return been reinvested
in a Trust). The examples should not be considered representations of future
expenses or annual rates of return; the actual expenses and annual rates of re-
turn may be more or less than those used in the examples.
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2
<PAGE>
- --------------------------------------------------------------------------------
Notes to Essential Information and Expense Information:
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of a Trust may be adjusted so that the Public Offering Price per Unit
will equal approximately $10.00. Thereupon, to the extent of any such
adjustment, the fractional undivided interest per Unit will increase or
decrease accordingly, from the amounts indicated above.
(2) Estimated Annual Income Distributions are based on the most recent ordinary
dividend paid on that Security. Estimated Annual Income Distributions per
Unit are based on the number of Units, the fractional undivided interest in
the Securities per Unit and the aggregate value of the Securities per Unit
as of the Initial Date of Deposit. Investors should note that the actual
amount of income distributed per Unit by a Trust will vary from the
estimated amount due to a variety of factors including, changes in the
items described in the preceding sentence, expenses and actual dividends
declared and paid by the issuers of the Securities.
(3) Each Security listed on a national securities exchange or The NASDAQ Stock
Market is valued at the closing sale price, or if no such price exists or
if the Security is not so listed, at the closing ask price thereof.
(4) The maximum sales charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge represents an amount equal to the
difference between the Maximum Total Sales Charge for a Trust of 4.50% of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $0.35 per Unit). Unitholders will also be assessed a deferred
sales charge of $0.07 per Unit, payable on the last business day of each
month, over the period commencing August 31, 1999 through December 31,
1999. Subsequent to the Initial Date of Deposit, the amount of the initial
sales charge will vary with changes in the aggregate value of the
Securities in a Trust. Deferred sales charge payments will be paid from
funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. Any applicable uncollected deferred sales charge amounts
remaining when a Unitholder sells or redeems their Units will be deducted
from the sales or redemption proceeds. See "Investing in the Trust-Sales
Charges," below and "Public Offering Price" in Part B of this Prospectus
for additional information. On the Initial Date of Deposit there will be no
accumulated dividends in the Income Account. Anyone ordering Units after
such date will pay a pro rata share of any accumulated dividends in such
Income Account. The Public Offering Price as shown reflects the value of
the Securities at the opening of business on the Initial Date of Deposit
and establishes the original proportionate relationship amongst the
individual Securities. No sales to investors will be executed at this
price. Additional Securities may be deposited during the day of the Initial
Date of Deposit. See "Public Offering Price" in Part B of this Prospectus.
(5) Unitholders will bear all or a portion of the costs incurred in organizing
a Trust (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 the
Trust portfolio, the initial evaluation, legal fees, the initial fees and
expenses of the Trustee, and any non-material out-of-pocket expenses 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. The maximum per Unit organizational and
offering costs are included in the Public Offering Price per Unit. Actual
organizational and offering costs will not exceed the maximum per Unit
amount provided herein and will be deducted from the assets of the Trust at
the end of the initial offering period (approximately six months). See
"Public Offering Price" in Part B of this Prospectus and "Statement of
Condition."
(6) The Maximum Initial Sales Charge (as a percentage of the Initial Public
Offering Price) is the difference between the Maximum Total Sales Charge of
4.50% and the maximum remaining deferred sales charge (initially $0.35 per
Unit) and would exceed 1% if the Public Offering Price exceeds $10.00 per
Unit. The actual deferred sales charge is $0.07 per Unit per month,
irrespective of the purchase or redemption price, deducted on such dates
set forth in "Investing in the Trust." Except as noted in "Investing in the
Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder sells
or redeems Units before all of these deductions have been made, the balance
of the deferred sales charge payments remaining will be deducted from the
sales or redemption proceeds. If the Public Offering Price exceeds $10.00
per Unit, the deferred portion of the sales charge will be less than 3.50%;
if the Public Offering Price is less than $10.00 per Unit, the deferred
portion of the sales charge will be greater than 3.50%.
(7) The Sponsor's Supervisory Fee compensates the Sponsor and/or its affiliates
for maintaining surveillance over the portfolio and for performing certain
administrative services for the Trusts. In providing such supervisory
services, the Sponsor may purchase research from a variety of sources,
which may include dealers of the Trusts. The Bookkeeping and Administrative
Fee reimburses the Sponsor and/or its affiliates for its costs of providing
certain bookkeeping and administrative services for a Trust. Such services
include but are not limited to, the preparation of comprehensive tax
statements and providing account information to Unitholders.
(8) The Evaluator's Fee compensates the Trustee, The Chase Manhattan Bank (the
"Evaluator") for providing evaluation services for the Trusts. See "Trust
Operating Expenses" in Part B of this Prospectus.
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3
<PAGE>
Nuveen
e-Commerce Sector
Portfolio, January 1999
The Nuveen e-Commerce Sector Portfolio consists primarily of Securities of
Internet companies that the Sponsor believes are well-positioned to take ad-
vantage of the world's increasing demand for Internet products and services.
The Trust is diversified across the electronic commerce sector, including web-
based retailers, Internet portal companies, e-Commerce solution companies, es-
tablished retailers seeking to develop a strong web presence and security and
transactional services firms.
Investment Objective. The objective of the Trust is capital appreciation. The
Trust will invest primarily in a diversified portfolio of Securities of
Internet companies that participate in electronic commerce. Of course, there
is no assurance that the Trust will achieve its objective.
How the Trust Selects Investments. The investment process for the Trust begins
with the identification of the various subsectors that comprise the e-Commerce
sector. Lehman Brothers Research provides their analysis of which subsectors
stand to benefit from the predicted growth of both the Internet and the rise
of e-Commerce. Once this has been accomplished, companies within each subsec-
tor are identified for inclusion in the portfolio. The selection process exam-
ines:
. business models
. brand-name recognition
. first-mover advantage
. superior sales growth
. market share
. financial and non-financial metrics
The e-Commerce Sector. The Internet is one of the most rapidly expanding com-
mercial phenomena ever witnessed. According to Michael Putnam of Forrester Re-
search, as stated in the December 7, 1998 edition of The Wall Street Journal,
predictions are that Internet commerce in the U.S. will hit $50 billion in
1999 and $1.4 trillion in 2003. In addition, a growing share of business-to-
business commerce is expected to move to the Internet. Forrester Research pre-
dicts that business-to-business commerce on the Internet (excluding service
industries) will grow from 0.4% of the total economy in 1998 to 9.4% in 2003.
The Sponsor believes that the following recent industry trends will contribute
to that expected growth.
Increasing Number of Internet Users--According to the U.S. Commerce Department
in April 1998, Internet use is doubling every 100 days. According to Ernst &
Young, 38% of Internet users had purchased products online. However, with
still only 22% of households connected to the Internet, this low current pene-
tration may indicate a potential for future growth.
New Technologies--New technologies such as digital subscriber line systems and
cable modems promise a quantum leap in bandwidth, reducing navigating delays
and increasing overall web speed.
Tightened Security--Firewall software, encryption technology and "digital fin-
gerprints" have increased the safety of Internet commerce and are expected to
strengthen consumer and corporate confidence in purchasing goods over the
Internet.
Traditional Retailers Go Online--The Web has the potential to enable sellers
to boost margins and reach new markets. It should prove to be an efficient way
for small businesses to compete with larger companies and for domestic firms
to sell overseas. IBM Corp. predicts that 40% of all U.S. companies will be
selling products on-line by the end of the century.
Please be aware that industry predictions may not materialize, and that the
companies selected for the portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.
SECURITIES SELECTED FOR THE TRUST
Amazon.com, Inc. (AMZN)
Amazon.com, Inc., an online bookstore retailer, offers more than 2.5 million
in-print and out-of-print titles, as well as compact discs, videotapes,
audiotapes and other products. The Company features search and browse capabil-
ities, e-mail services, personalized shopping services, Web-based credit card
payment, and direct shipping to customers.
America Online, Inc. (AOL)
America Online, Inc. provides Internet online services such as electronic
mail, conferencing, software, computing support, interactive magazines and
newspapers, and online classes, as well as easy access to Internet services.
Through its Web site, the Company also offers original content and program-
ming, an online community center, guest interviews, and electronic meeting
rooms.
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4
<PAGE>
At Home Corporation (ATHM)
At Home Corporation is a provider of Internet services over the cable televi-
sion infrastructure and leased digital telecommunication lines to consumers and
businesses. The Company's service enables residential customers to connect to
high-speed networks, including the Internet, via cable modems.
AXENT Technologies, Inc. (AXNT)
AXENT Technologies, Inc. and its subsidiaries develop, market, license, and
support enterprise-wide information security solutions for client/server com-
puting environments. The Company's products provide security assessment and
policy management, intrusion detection, data confidentiality, system and net-
work access control, user administration, and activity monitoring.
BroadVision, Inc. (BVSN)
BroadVision, Inc. develops, markets and supports application software solutions
for one-to-one relationship management for the extended enterprise. The
Company's solutions enable companies to deploy and operate electronic business
and knowledge management applications for the retail, financial services, high
tech, and telecommunications industries.
Cisco Systems, Inc. (CSCO)
Cisco Systems, Inc. supplies data networking products to the corporate enter-
prise and public wide area service provider markets. The Company offers a vari-
ety of products including routers, LAN switches, frame relay/ATM, and remote
access concentrators, which allow people to access or transfer information
without regard to differences in time, place, or type of computer system.
CNET, Inc. (CNET)
CNET, Inc. provides original Internet content and television programming relat-
ing to information technology and the Internet. The Company also operates
Snap!, an online service that offers directory and searching capabilities.
Concord EFS, Inc. (CEFT)
Concord EFS, Inc. provides electronic transaction authorization, processing,
settlement, and funds transfer services in selected markets.
Dell Computer Corporation (DELL)
Dell Computer Corporation designs, develops, manufactures, markets, services,
and supports a variety of computer systems, including desktops, notebooks and
network servers. The Company also customizes products and services to end-user
requirements.
DoubleClick, Inc. (DCLK)
DoubleClick, Inc. provides Internet advertising solutions for advertisers and
Web publishers. The Company offers an Internet network which transmits adver-
tisements to over 60 Web sites, a technology which delivers advertisements to
Web users based on selected criteria, and an advertising solution specifically
for direct markets.
E*TRADE Group, Inc. (EGRP)
E*TRADE Group, Inc. provides online investing services for self-directed in-
vestors through its Web site. The Company provides automated order placement
and execution, personalized portfolio tracking, and real-time market analysis
24 hours a day, seven days a week. E*TRADE can also be accessed through touch-
tone telephone, interactive television, and direct modem access.
eBay, Inc. (EBAY)
eBay, Inc. is a person-to-person trading community on the Internet. The
Company's service is used by buyers and sellers for the exchange of personal
items such as coins, collectibles, computers, memorabilia, stamps, and toys.
eBay is a fully-automated, topically arranged, 24-hour service on which sellers
can list items for sale and buyers can bid on the merchandise.
FDX Corporation (FDX)
FDX Corporation offers a variety of shipping and logistics solutions, including
worldwide express delivery, ground small-parcel delivery, freight delivery, and
global logistics and electronic commerce solutions to customers worldwide.
First Data Corporation (FDC)
First Data Corporation provides payment systems, electronic commerce and infor-
mation management services. The Company's products and services process the in-
formation that allows customers to pay for goods and services with credit and
debit cards, checks, or wire money at point of sale or over the Internet.
The Gap, Inc. (GPS)
The Gap, Inc. is an international specialty retailer which operates more than
2,100 stores selling casual apparel, personal care and other accessories for
men, women and children. The Company sells its products under a number of brand
names, including "Gap," "GapKids," "babyGap," "Banana Republic", and "Old Na-
vy."
Gateway, Inc. (GTW)
Gateway, Inc. markets personal computers to consumers. The Company develops,
markets, and manufactures big screen PC/TVs, desktops and portable PCs used by
businesses, individuals, families, government agencies and educational institu-
tions worldwide. Gateway also sells peripheral products and software.
Infoseek Corporation (SEEK)
Infoseek Corporation develops branded, comprehensive Web-based navigational
services that help users access and personalize the resources of the Internet.
The Company's primary service, Infoseek Guide, integrates the capabilities of a
search engine and a directory.
Inktomi Corporation (INKT)
Inktomi Corporation develops and markets scalable software applications de-
signed to enhance the performance and intelligence of large-scale networks. The
Company's systems use parallel-processing technology across clusters of
workstations to deliver the speed and performance while utilizing smaller
workstations.
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5
<PAGE>
Intel Corporation (INTC)
Intel Corporation designs, manufactures, and sells computer components and re-
lated products. The Company's major products include conferencing, microproces-
sors, flash memory products, chipsets, graphics products, embedded processors
and microcontrollers, network and communications products, and digital imaging
products. Intel sells its products worldwide.
Lycos, Inc. (LCOS)
Lycos, Inc. develops and provides guides to online content, Web navigation,
community services as well as business and e-Commerce solutions. Lycos is cur-
rently the second most visited Internet hub with a network of sites including
Lycos.com, HotBot, and Angelfire.
Microsoft Corporation (MSFT)
Microsoft Corporation develops, manufactures, licenses, and supports a range of
software products, including scalable operating systems, server applications,
business and consumer productivity applications, software development tools,
and Internet software and technologies. The Company is best known for its
"Microsoft MS-DOS," "Microsoft Windows," and "Microsoft Windows 95" operating
systems.
MindSpring Enterprises, Inc. (MSPG)
MindSpring Enterprises, Inc. is a national Internet access provider that fo-
cuses on serving individual subscribers, including those with little or no
prior on-line experience.
Net.B@nk, Inc. (NTBK)
Net.B@nk, Inc. owns and operates the Atlanta Internet Bank. The Company pro-
vides banking services to consumers utilizing the Internet for commercial and
financial services. Information can be accessed seven days a week, 24 hours a
day from a personal computer, by means of a Web browser, ATM, telephone, fax,
or United States mail.
Network Associates, Inc. (NETA)
Network Associates, Inc., formerly known as McAfee Associates, Inc., develops
and supports network security and management software products. The Company's
products are marketed under the brand names "Total Virus Defense," "Total Net-
work Security," "Total Network Visibility", and "Total ServiceDesk."
Nova Corporation GA (NIS)
Nova Corporation GA provides transaction processing services, related software
application products, and value-added services to small-to-medium sized mer-
chants. The Company's services include credit and debit card processing and
check verification.
ONSALE, Inc. (ONSL)
ONSALE, Inc. is an electronic retailer pioneering the interactive 24-hour on-
line auction, designed to serve as an efficient and entertaining marketing
channel. The Company specializes in selling refurbished and close-out comput-
ers, peripherals, and consumer electronics.
Oracle Corporation (ORCL)
Oracle Corporation designs, develops, markets, and supports computer software
products with a variety of uses, including database management, application de-
velopment, and business intelligence and applications.
The SABRE Group Holdings, Inc. (TSG)
The SABRE Group Holdings, Inc. engages in the electronic distribution of travel
through its proprietary travel reservation and information system, SABRE(R).
The Company provides solutions to the airline industry and fulfills much of the
data processing, network, and distributed systems needs of American Airlines.
Security Dynamics Technologies (SDTI)
Security Dynamics Technologies designs, develops, markets, and supports a fam-
ily of security products used to protect and manage access to computer-based
information resources.
Sterling Commerce, Inc. (SE)
Sterling Commerce, Inc. develops, markets, and supports electronic commerce
products, services, and solutions worldwide. The Company's customers include
the banking, healthcare, manufacturing, pharmaceutical, retail, telecommunica-
tions, and transportation industries.
Sun Microsystems, Inc. (SUNW)
Sun Microsystems, Inc. supplies enterprise network computing products. This in-
cludes desktop systems, servers, storage subsystems, network switches, soft-
ware, microprocessors, and a full range of services and support. The Company's
products are used for many demanding commercial and technical applications in
various industries.
Ticketmaster Online-CitySearch, Inc. (TMCS)
Ticketmaster Online-CitySearch, Inc. is a provider of local city guides, local
advertising, and live event ticketing on the Internet. The Company offers on-
line ticketing, merchandise, electronic coupons, and other transactions to a
range of customers.
Transaction Systems Architects, Inc. (TSAI)
Transaction Systems Architects, Inc. develops, markets, and supports software
products for the global electronic funds transfer market. The Company's prod-
ucts are used to process transactions involving credit cards, debit cards,
smart cards, home banking services, checks, and automated clearing and settle-
ment.
Wal-Mart Stores, Inc. (WMT)
Wal-Mart Stores, Inc. operates discount stores and "supercenters' as well as
Sam's Clubs. Stores offer merchandise such as apparel, housewares, small appli-
ances, electronics, and hardware. The Company operates in the United States,
Canada, Argentina, Brazil, Germany, Mexico, and Puerto Rico, as well as joint
ventures in China and Korea.
Yahoo!, Inc. (YHOO)
Yahoo!, Inc. is a global Internet media company that offers a network of
branded world-wide Web programming. The Company provides targeted Internet re-
sources and communications services for a broad range of audiences.
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6
<PAGE>
Investor Suitability. The Trust is a suitable investment for investors:
. seeking a unit trust concentrated in the Securities of Internet companies
that participate in electronic commerce; and
. seeking the opportunity to take advantage of the growth potential of
Internet companies.
The Trust is not a suitable investment if:
. you are unwilling to assume the risks inherent in investing in a portfolio
concentrated in the Securities of Internet companies.
Concentration Risk. The Trust is considered to be concentrated in the securi-
ties of Internet companies. Such concentration may subject Unitholders to
greater market risk than other investment vehicles that have more diversified
portfolios. In particular, companies involved in the Internet industry must
contend with rapidly changing technology, worldwide competition, rapid obso-
lescence of products and services, cyclical market patterns, evolving industry
standards, frequent new product introductions and the considerable risk of
owning small capitalization companies that have recently begun operations.
The stocks of many Internet companies have exceptionally high price-to-earn-
ings ratios with little or no earnings histories. In addition, many Internet
companies have experienced extreme price and volume fluctuations that often
have been unrelated to the operating performance of such companies. These fac-
tors may adversely affect the market price of the Units.
An unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have an adverse effect on an issuer's operating results. In addition, opera-
tion results and customer relationships could be adversely affected by an in-
crease in price for, or an interruption or reduction in supply of, any key
components and the failure of the issuer to comply with evolving industry
standards. See "Risk Factors" for an additional discussion of potential risks.
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7
<PAGE>
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Nuveen Unit Trusts, Series 28
Nuveen e-Commerce Sector Portfolio, January 1999
Schedule of Investments at the Initial Date of Deposit, January l5, 1999
<TABLE>
<CAPTION>
Percentage of
Aggregate Market Cost of Current
Number of Ticker Offering Value per Securities to Dividend
shares Name of Issuer of Securities Symbol Price Share Trust Yield
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Web-based Retailers 22.81%
36 Amazon.com, Inc. AMZN 2.85% $138.5000 $ 4,986 N/A
64 Dell Computer Corporation DELL 2.84% 77.6250 4,968 N/A
22 eBay, Inc. EBAY 2.83% 225.3125 4,957 N/A
58 E*TRADE Group, Inc. EGRP 2.84% 85.7500 4,974 N/A
92 Gateway, Inc. GTW 2.86% 54.3125 4,997 N/A
161 Net.B@nk, Inc. NTBK 2.89% 31.3750 5,051 N/A
100 ONSALE, Inc. ONSL 2.83% 49.5625 4,956 N/A
81 Ticketmaster Online-CitySearch, Inc. TMCS 2.87% 62.0000 5,022 N/A
Portals and Providers 17.03%
35 America Online, Inc. AOL 2.89% 144.5000 5,058 N/A
71 CNET, Inc. CNET 2.95% 72.7500 5,165 N/A
68 Infoseek Corporation SEEK 2.84% 73.0000 4,964 N/A
57 Lycos, Inc. LCOS 2.79% 85.7500 4,888 N/A
55 MindSpring Enterprises, Inc. MSPG 2.81% 89.3125 4,912 N/A
14 Yahoo!, Inc. YHOO 2.75% 344.0625 4,817 N/A
e-Commerce Solutions 11.48%
163 BroadVision, Inc. BVSN 2.90% 31.1250 5,073 N/A
58 DoubleClick, Inc. DCLK 2.80% 84.5000 4,901 N/A
32 Inktomi Corporation INKT 2.90% 158.5000 5,072 N/A
123 Sterling Commerce, Inc. SE 2.88% 40.9375 5,035 N/A
Established Retailers 11.52%
64 FDX Corporation FDX 2.87% 78.3125 5,012 N/A
86 The Gap, Inc. GPS 2.86% 58.2500 5,010 0.2287%
109 The SABRE Group Holdings, Inc. TSG 2.87% 46.0000 5,014 N/A
64 Wal-Mart Stores, Inc. WMT 2.92% 79.7500 5,104 0.3887%
Security and Transactional Services 20.13%
148 AXENT Technologies, Inc. AXNT 2.96% 35.0000 5,180 N/A
130 Concord EFS, Inc. CEFT 2.82% 38.0000 4,940 N/A
143 First Data Corporation FDC 2.88% 35.2500 5,041 0.2270%
93 Network Associates, Inc. NETA 2.88% 54.1250 5,034 N/A
161 Nova Corporation GA NIS 2.87% 31.1250 5,011 N/A
194 Security Dynamics Technologies SDTI 2.83% 25.5000 4,947 N/A
109 Transaction Systems Architects, Inc. TSAI 2.89% 46.3125 5,048 N/A
Internet Infrastructure 17.03%
48 At Home Corporation ATHM 2.82% 102.6250 4,926 N/A
52 Cisco Systems, Inc. CSCO 2.87% 96.3750 5,012 N/A
37 Intel Corporation INTC 2.83% 133.7500 4,949 0.1196%
35 Microsoft Corporation MSFT 2.84% 141.7500 4,961 N/A
112 Oracle Corporation ORCL 2.86% 44.6250 4,998 N/A
52 Sun Microsystems, Inc. SUNW 2.81% 94.5000 4,914 N/A
----- ------ --------
2,927 100.00% $174,897
===== ====== ========
</TABLE>
- ---------
See "Notes to Portfolios."
---
8
<PAGE>
Nuveen Utility Sector Portfolio, January 1999
The Nuveen Utility Sector Portfolio consists primarily of Securities of utility
companies that the Sponsor believes have the potential for capital apprecia-
tion.
Investment Objective. The objective of the Trust is capital appreciation. The
Trust will invest primarily in a portfolio of Securities of companies in the
utility industry. Of course, there is no assurance that the Trust will achieve
its objective.
How the Trust Selects Investments. The Trust seeks companies who are well-posi-
tioned for growth in the competitive post-deregulation landscape, with strong
cash flows and the potential for sustained dividend growth.
The investment process for the Trust begins with the identification of the var-
ious subsectors that comprise the Utility sector. Lehman Brothers Research pro-
vides their financial analysis of these key subsectors. Once this has been ac-
complished, companies within each subsector are identified for inclusion in the
portfolio. The selection process examines:
. cash flow and its effect on dividend growth
. post-deregulation performance in a competitive field
. geographic diversification
The Utility Sector. The Sponsor believes that the growth outlook for the elec-
tric and natural gas industries is favorable and has been spurred by a number
of recent developments. These developments include (i) the reemergence of total
energy providers, (ii) increased demand in growing areas, and (iii) emerging
technologies.
Total Energy Providers--As a result of deregulation, many individual electric
and natural gas companies have merged or allied in an effort to generate higher
returns.
Demand in Growing Areas--In the southeast and southwest United States, demand
for electric power is growing as the population increases and electricity-in-
tensive industries add to kilowatt hour sales.
Emerging Technologies--Emerging technologies have created new applications for
natural gas such as natural gas vehicles, fuel cells, and new super efficient
boilers for electric generation.
SECURITIES SELECTED FOR THE TRUST
Dominion Resources, Inc. (D)
Dominion Resources, Inc. supplies electricity to two million customers in North
Carolina and Virginia through its primary subsidiary, Virginia Electric & Power
Company. In addition to energy services, diversified real estate and financial
services are provided by Dominion's other subsidiaries.
DQE, Inc. (DQE)
DQE, Inc. is a holding company for subsidiaries that provide power-related
services to customers in Allegheny, Beaver and Westmoreland Counties in Penn-
sylvania. Its main subsidiary, Duquesne Light Company, generates, transmits,
distributes, and sells electricity; other DQE subsidiaries are involved in real
estate, environmental consulting and engineering, and fiber optics.
Edison International (EIX)
Edison International is the parent corporation of Southern California Edison,
the third largest electric utility in the United States in terms of number of
customers (over four million). The Company finances, invests in, builds, owns,
and/or operates power projects worldwide through its other subsidiaries.
FPL Group, Inc. (FPL)
FPL Group, Inc. generates, transmits and distributes electric energy through
its Florida Power & Light Company and other subsidiaries. The Company supplies
electricity to residential and commercial customers on the east and lower west
coasts of Florida, serving almost half the state's population.
GPU, Inc. (GPU)
GPU, Inc. (formerly General Public Utilities) is the holding company for Jersey
Central Power & Light, Metropolitan Edison, and Pennsylvania Electric. These
subsidiary companies generate, transmit, and distribute electricity to approxi-
mately two million customers in New Jersey and Pennsylvania. The Company also
has interests in energy-related facilities abroad.
NIPSCO Industries, Inc. (NI)
NIPSCO Industries, Inc. is a northern Indiana utility-based holding company
which provides electric energy, natural gas and water to the public. The Com-
pany operates through six subsidiaries to market and trade energy; generate
power; transmit, supply and store gas; develop and manage energy projects; in-
stall, repair and maintain underground pipelines; and locate utility lines.
Northern States Power Company (NSP)
Northern States Power Company generates, transmits and distributes electricity
to customers in Minnesota, North and South Dakota, Michigan, and Wisconsin. The
Company's subsidiaries are also involved in natural gas transmission and dis-
tribution, as well as other domestic and international energy services.
OGE Energy Corp. (OGE)
OGE Energy Corp. is a holding company that owns Oklahoma Gas and Electric Com-
pany, which gener -
---
9
<PAGE>
ates, transmits and distributes electricity to wholesale and retail customers
in Oklahoma and western Arkansas. The Company's Enogex subsidiary operates its
natural gas exploration, production and marketing business.
Pinnacle West Capital Corporation (PNW)
Pinnacle West Capital Corporation is Arizona's largest corporation and the
holding company whose subsidiary, Arizona Public Service Company, provides
electricity service to most of Arizona. The Company's other subsidiaries are
involved in real estate development and venture capital activities.
Public Service Company of New Mexico (PNM)
Public Service Company of New Mexico is a natural gas and electric utility
company serving retail customers throughout New Mexico. The Company also sells
power on the wholesale market, operates a municipal water utility for the city
of Santa Fe, and offers water and wastewater management and energy services.
Sierra Pacific Resources (SRP)
Sierra Pacific Resources is the holding company for Sierra Pacific Power Co.,
a combination utility serving customers in northern Nevada and northeastern
California. Through its subsidiaries, Sierra Pacific is engaged in the genera-
tion, purchase, transmission, distribution, and sale of electric energy, gas
and water services, as well as pipeline operations and real estate.
Southern Company (SO)
Southern Company is the parent company of Alabama Power, Georgia Power, Gulf
Power, Mississippi Power, and Savannah Electric and Power. The Company,
through its Southern Energy Inc. subsidiary, supplies electricity in ten coun-
tries on four continents. Southern Company also provides energy-related mar-
keting, trading and technical services, and wireless telecommunications.
Texas Utilities Company (TXU)
Texas Utilities Company is the holding company for TU Electric, the largest
electric utility in Texas, and Lone Star Gas, the state's top natural gas
utility. The Company also provides telecommunications, energy marketing, and
other energy-related services in the United States and internationally.
Unicom Corporation (UCM)
Unicom Corporation is the holding company for Commonwealth Edison and Unicom
Enterprises, which produce, purchase, transmit, distribute, and sell electric-
ity and energy services to wholesale and retail customers in northern Illinois
and Indiana.
The United Illuminating Company (UIL)
The United Illuminating Company is a public utility that produces and pur-
chases electricity to transmit to customers in southwestern Connecticut. The
Company's unregulated subsidiaries are involved in municipal heating/cooling
facilities, power-related equipment, and a national utility-bill-processing
network.
Investor Suitability. The Trust is a suitable investment for investors:
. seeking a unit trust concentrated in the Securities of utility companies;
and
. seeking the opportunity to take advantage of the growth potential of utility
companies.
The Trust is not a suitable investment if:
. you are unwilling to assume the risks inherent in investing in a portfolio
concentrated in the Securities of utility companies.
Concentration Risk. The Trust is considered to be concentrated in the Securi-
ties of utility companies. Such concentration may subject Unitholders to
greater market risk than other investment vehicles that have more diversified
portfolios.
In particular, companies involved in the utilities industry are exposed to the
following risks. Utilities are regulated monopolies engaged in the business of
supplying light, water, power, heat, transportation or means of communication.
General problems of such issuers would include the difficulty in financing
large construction programs, the limitations on operations and increased costs
and delays attributable to environmental considerations, the difficulty of the
capital market in absorbing utility debt, the difficulty in obtaining fuel at
reasonable prices, taxes, government regulation, price and supply fluctua-
tions, and the effect of energy conservation. All of such issuers have been
experiencing certain of these problems in varying degrees.
In addition, federal, state and municipal governmental authorities may from
time to time review existing, and impose additional, regulations governing the
licensing, construction and operation of nuclear power plants.
See "Risk Factors" for an additional discussion of potential risks.
---
10
<PAGE>
- --------------------------------------------------------------------------------
Nuveen Unit Trusts, Series 28
Nuveen Utility Sector Portfolio, January 1999
Schedule of Investments at the Initial Date of Deposit, January 15, 1999
<TABLE>
<CAPTION>
Percentage of Market
Aggregate Value Cost of Current
Number of Ticker Offering per Securities to Dividend
shares Name of Issuer of Securities Symbol Price Share Trust Yield
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Utilities: 100.00%
223 Dominion Resources, Inc. D 6.67% $44.8750 $ 10,007 5.75%
235 DQE, Inc. DQE 6.67% 42.5625 10,002 3.57%
362 Edison International EIX 6.65% 27.5625 9,978 3.77%
171 FPL Group, Inc. FPL 6.64% 58.1875 9,950 3.44%
232 GPU, Inc. GPU 6.64% 42.9375 9,962 4.80%
343 NIPSCO Industries, Inc. NI 6.69% 29.2500 10,033 3.49%
380 Northern States Power Company NSP 6.64% 26.1875 9,951 5.46%
376 OGE Energy Corp. OGE 6.66% 26.5625 9,988 5.01%
246 Pinnacle West Capital Corporation PNW 6.65% 40.5625 9,978 3.20%
506 Public Service Company of New Mexico PNM 6.67% 19.7500 9,994 4.05%
264 Sierra Pacific Resources SRP 6.68% 37.9375 10,016 3.43%
353 Southern Company SO 6.71% 28.5000 10,061 4.70%
224 Texas Utilities Company TXU 6.65% 44.5000 9,968 5.17%
275 Unicom Corporation UCM 6.68% 36.4375 10,020 4.39%
202 The United Illuminating Company UIL 6.70% 49.7500 10,050 5.79%
----- ------- --------
4,392 100.00% $149,958
===== ======= ========
</TABLE>
- ---------
See "Notes to Portfolios."
---
11
<PAGE>
Risk Factors
Risk is inherent in all investing. Investing in a unit trust involves risk,
including the risk that you may receive little or no return on your investment
or even that you may lose part or all of your investment. Therefore, before
investing you should consider carefully the following risks that you assume
when you invest in a Trust. Because of these and other risks, a Trust should
only represent a portion of your overall portfolio and you should consider an
investment in a Trust to be a part of a longer term investment strategy that
will provide the best results when followed over a number of years. There is
no guarantee that a Trust will achieve its investment objective.
Market risk: the risk that the market value of a stock or a Trust may change
rapidly and unpredictably, causing the stock or a Trust to be worth less than
its original price. Volatility in the market price of the Securities in a
Trust changes the value of the Units of a Trust. Market value may be affected
by a variety of factors, including, among others, general stock market move-
ments, changes in the financial condition of or perceptions about the issuers,
changes in the industries represented in a Trust, changes in interest rates or
inflation, governmental policies and regulation or the impact of purchases and
sales of securities for a Trust. The equity markets tend to have periods of
generally rising prices and periods of generally falling prices and have re-
cently experienced significant volatility. Because the Trusts are not managed,
Securities in each Trust will generally not be sold in response to market
fluctuations, although Securities may be sold in certain limited circumstanc-
es. Accordingly, an investor in a Trust may be exposed to more market risk
than an investor in certain managed investment vehicles. In addition, the con-
centration of each Trust in a particular industry sector may subject
Unitholders to greater market risk than other investment vehicles that have
more diversified portfolios.
Inflation risk: the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As in-
flation increases, the value of a Trust's assets can decline as can the value
of a Trust's distributions.
Small company risk: Some of the Securities selected for the Trusts may be
small capitalization company stocks. Such stocks have customarily involved
more investment risk than larger capitalization stocks. Small-cap companies
may have limited product lines, markets or financial resources; may lack man-
agement depth or experience; may be less liquid; may have less publicly avail-
able information and may be more vulnerable to adverse general market or eco-
nomic developments than large companies. Also, some of the companies in the
Trusts may invest, distribute, sell or produce products which have recently
been brought to market and may be dependent on key personnel.
Note that each Trust is considered to be concentrated in the Securities of
their respective sectors and accordingly are exposed to additional risks (See
"Concentration Risk" for each Trust above). See also "Composition of Trusts"
in Part B and "Risk Factors" in the Information Supplement to this Prospectus
for an additional discussion concerning the Securities and potential risks.
Distributions
Income and Capital Distributions
Cash dividends received by a Trust will be paid each June 30 and December 31
("Income Distribution Dates"), beginning June 30, 1999, to Unitholders of rec-
ord each June 15 and December 15 ("Income Record Dates"), respectively. Dis-
tributions of funds in the Capital Account, if any, will be made as part of
the final liquidation distribution, if applicable, and in certain circumstanc-
es, earlier. Any distribution of income and/or capital will be net of expenses
of a Trust. Additionally, upon termination of a Trust, the Trustee will dis-
tribute, upon surrender of Units, to each remaining Unitholder his pro rata
share of a Trust's assets, less expenses, in the manner set forth under "Dis-
tributions To Unitholders" in Part B of this Prospectus.
Investing in the Trusts
Sales Charges
The maximum sales charge of 4.50% of the public offering price consists of an
initial sales charge equal to the difference between the maximum sales charge
of 4.50% and the maximum remaining deferred sales charge, initially $0.35 per
Unit, and any remaining deferred sales charge. Unitholders will be assessed a
deferred sales charge of $0.35 per Unit, in installments of $0.07 per Unit
payable on the last business day
---
12
<PAGE>
of each month, over the period commencing August 31, 1999 through December 31,
1999.
Unitholders that purchase more than 5,000 Units are entitled to reduced sales
charges. In addition, certain classes of investors are entitled to purchase
Units at reduced sales charges. See "Public Offering Price" in Part B of this
Prospectus. Sales charges for larger single transactions (including deferred
sales charges) are as follows:
- -------------------------------------------------------------------------------
Sales Charges
<TABLE>
<CAPTION>
Total Percent***
Initial Deferred Maximum of Net
Sales Sales Sales Amount
Number of Units* Charge** Charge Charge++ Invested
- ---------------- -------- -------- -------- ----------
<S> <C> <C> <C> <C>
Less than 5,000........................... 1.00% $0.35 4.50% 4.545%
5,000 to 9,999............................ 0.75% $0.35 4.25% 4.293%
10,000 to 24,999.......................... 0.50% $0.35 4.00% 4.040%
25,000 to 49,999.......................... 0.00% $0.35 3.50% 3.535%
50,000 to 99,999 ......................... 0.00% $0.35 2.50%+ 2.525%
100,000 or more........................... 0.00% $0.35 1.50%+ 1.515%
Rollover (per Unit)....................... 0.00% $0.35 $0.35 3.535%
Wrap Accounts............................. 0.00% $0.35 1.00%+ 1.010%
</TABLE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser.
**Based upon a $10.00 Public Offering Price. This will fluctuate based upon
the Public Offering Price of the Units at the time of purchase and the date of
purchase.
***Percent of Net Amount Invested is based on the price as of the Initial Date
of Deposit. To the extent Units are priced differently, the Percent of Net
Amount Invested will be
affected.
+All Units of the Trusts will be subject to the applicable deferred sales
charge per Unit regardless of sales charge discounts. Investors who, as a re-
sult of sales charge discounts, are eligible to purchase Units subject to a
maximum total sales charge less than the applicable maximum deferred sales
charge will be credited the difference between these amounts at the time of
purchase.
++The Public Offering Price per Unit is rounded to the nearest cent and ac-
cordingly the actual sales charge paid by an investor may be slightly greater
or less than the amounts reflected.
For secondary market sales after the completion of the deferred sales charge
period, the Public Offering Price is based on the aggregate underlying value
of the Securities in a Trust (generally determined by the closing sale prices
of listed Securities and the bid prices of over-the-counter traded Securi-
ties), plus or minus cash, if any, in the Income and Capital Accounts of a
Trust, plus a one-time initial sales charge of 4.5% of the Public Offering
Price (equivalent to 4.712% of the net amount invested), which will be reduced
by 1/2 of 1% on each subsequent January 31, commencing January 31, 2000 to a
minimum sales charge of 3.0%, divided by the number of outstanding Units of a
Trust.
Dealer Concessions
The Sponsor plans to allow a concession of 3.50% for non-breakpoint purchases
of Units to dealer firms in connection with the sale of Units in a given
transaction. However, the Sponsor plans to allow dealer firms, in connection
with Units sold in transactions to investors that receive reduced sales
charges based on the number of Units sold or in connection with Units sold to
Rollover Unitholders or Wrap Accounts, the following concessions:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% Concession
Number of Units* per Unit
- ---------------- ------------
<S> <C>
Less than 5,000.................................................... 3.50%
5,000 to 9,999..................................................... 3.25
10,000 to 24,999................................................... 3.00
25,000 to 49,999................................................... 2.50
50,000 to 99,999................................................... 1.50
100,000 or more.................................................... 0.75
Rollover (per Unit)................................................ $0.25
Wrap Accounts...................................................... 0.00
</TABLE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
discount per Unit.
For secondary market sales the Sponsor plans to allow a concession of 3.50% of
the Public Offering Price to dealer firms (or 65% of the then current maximum
sales charge for purchases after January 31, 2000).
General Information
Optional Features
Redemptions
Units may be redeemed on any business day at their current market value. Units
tendered for redemption prior to such time as the entire deferred sales charge
on such Units has been collected will be assessed the remaining deferred sales
charge at the time of redemption. During the initial offering period, the Re-
demption Price per Unit includes estimated organizational and offering costs
per Unit. After the initial offering period, the Redemption Price will not in-
clude such estimated organizational and offering costs. 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
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13
<PAGE>
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 Pro-
spectus.
Reinvestment
Distributions from a Trust can be reinvested with no sales charge into Nuveen
mutual or money market funds. Also, income and certain capital distributions
from the Trusts can be reinvested at a reduced sales charge into additional
Units of the Trusts. See "Distributions to Unitholders" and "Accumulation
Plan" in Part B of this Prospectus. In addition, Unit trust purchases may be
applied toward breakpoint pricing discounts for Nuveen Mutual Funds. For more
information about Nuveen investment products, obtain a prospectus from your
financial adviser.
Secondary Market for Units
Although not obligated to do so, the Sponsor intends to maintain a market for
Units and offer to repurchase the Units at prices based on the aggregate value
of the Securities, plus or minus cash, if any, in the Capital and Income Ac-
counts of a Trust. During the initial offering period, the price at which the
Sponsor expects to repurchase Units (the "Sponsor's Repurchase Price") in-
cludes estimated organizational and offering costs per Unit. After the initial
offering period, the Sponsor's Repurchase Price will not include such esti-
mated organizational and offering costs. If a secondary market is not main-
tained, a Unitholder may still redeem his Units through the Trustee. See "Re-
demption" in Part B of this Prospectus. Any applicable deferred sales charge
remaining on Units at the time of their sale or redemption will be collected
at that time.
Portfolio Selection
The Securities included in the Trusts' portfolios were selected by Nuveen's
research department with the assistance of Lehman Brothers Inc., a 148-year-
old global investment bank with over 100 equity analysts.
Termination
Commencing on the Mandatory Termination Date, the Securities will begin to be
sold as prescribed by the Sponsor. The Trustee will provide written notice of
the termination to Unitholders which will specify when certificates may be
surrendered. Unitholders not electing a distribution of shares will receive a
cash distribution within a reasonable time after a Trust's termination. See
"Distributions to Unitholders" and "Other Information--Termination of Inden-
ture" in Part B of this Prospectus.
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. Nuveen, a leader in tax-ef-
ficient investing, believes that a carefully selected portfolio can play an
important role in building and sustaining the wealth of a lifetime. More than
1.3 million investors have trusted Nuveen to help them maintain the lifestyle
they currently enjoy.
The prospectus describes in detail the investment objectives, policies and
risks of a Trust. We invite you to discuss the contents with your
financial adviser, or you may call us at
800-257-8787 for additional information.
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14
<PAGE>
- -------------------------------------------------------------------------------
Notes to Portfolios
(1) All Securities are represented by regular way contracts to purchase such
Securities for the performance of which an irrevocable letter of credit
has been deposited with the Trustee. The contracts to purchase the Securi-
ties were entered into by the Sponsor on January 14, 1999.
(2) The cost of the Securities to a Trust represents the aggregate underlying
value with respect to the Securities acquired (generally determined by the
last sale prices of the listed Securities on the business day preceding
the Initial Date of Deposit). The valuation of the Securities has been de-
termined by the Trustee. For each Trust, the aggregate underlying value of
the Securities on the Initial Date of Deposit, the Cost of the Securities
to the Sponsor, and the Sponsor's gain or (loss) relating to the Securi-
ties sold to each Trust are as follows:
<TABLE>
<CAPTION>
Value of Cost to Gain
Securities Sponsor (loss)
---------- -------- -------
<S> <C> <C> <C>
e-Commerce Sector Portfolio $174,897 $176,834 $(1,937)
Utility Sector Portfolio $149,958 $150,323 $ (365)
</TABLE>
(3) Current Dividend Yield for each Security was calculated by annualizing the
most recent ordinary dividend paid on that Security and dividing the re-
sult by that Security's closing sale price on the business day prior to
the Initial Date of Deposit.
(4) This Security represents the common stock of a foreign company which
trades directly on a United States national securities exchange.
---
15
<PAGE>
- -------------------------------------------------------------------------------
Nuveen Unit Trusts, Series 28
Statements of Condition at the Initial Date of Deposit, January 15, 1999
<TABLE>
<CAPTION>
e-Commerce Utility
Sector Sector
Portfolio Portfolio
----------- -----------
<S> <C> <C>
Trust Property
Investment in Equity Securities represented by pur-
chase contracts(1)(2)................................ $174,897.00 $149,958.00
=========== ===========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)............................ $ 6,183.00 $ 5,301.00
Estimated organizational and offering costs(4)...... $ 332.12 $ 333.23
----------- -----------
Total............................................ $ 6,515.12 $ 5,634.23
=========== ===========
Interest of Unitholders:
Units of fractional undivided interest outstanding.. 17,666 15,147
Cost to investors(5)................................ $176,584.00 $151,405.00
Less: Gross underwriting commission(6)............. $ 7,870.00 $ 6,748.00
Less: Estimated organizational and offering
costs(4).......................................... $ 332.12 $ 333.23
----------- -----------
Net amount applicable to investors.................. $168,381.88 $144,323.77
----------- -----------
Total............................................ $174,897.00 $149,958.00
=========== ===========
</TABLE>
- ---------
(1) Aggregate cost of Securities listed under "SCHEDULE OF INVESTMENTS" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the pur-
chase of the Securities pursuant to contracts for the purchase of such Se-
curities.
(3) Represents the amount of mandatory distributions from a Trust ($0.35 per
Unit), payable to the Sponsor in five equal monthly installments of $0.07
per Unit beginning on August 31, 1999, and on the last business day of
each month thereafter through December 31, 1999.
(4) A portion of the Public Offering Price consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in establish-
ing a Trust. These costs have been estimated at, and will not exceed,
$0.022 and $0.0188 per Unit for the Utility Sector Portfolio and e-Com-
merce Sector Portfolio, respectively. A distribution will be made at the
end of the initial offering period to an account maintained by the Trustee
from which the organizational and offering cost obligation of the invest-
ors to the Sponsor will be satisfied. Securities may be sold to meet this
obligation.
(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
ING PRICE" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% of the Public Offering Price
includes both an up-front and a deferred sales charge and has been calcu-
lated on the assumption that the Units sold are not subject to a reduction
of sales charges. In single transactions involving 5,000 Units or more,
the sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B of
this Prospectus.)
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16
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 28:
We have audited the accompanying statements of condition and the schedules of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 28 as of January 15, 1999. These financial state-
ments 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 stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting 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 (2) to the statement of condition, by
correspondence with the Trustee. An audit also includes assessing the account-
ing 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 statements of condition and the schedules of investments at
date of deposit referred to above present fairly, in all material respects, the
financial position of Nuveen Unit Trusts, Series 28, as of January 15, 1999, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 15, 1999.
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17
<PAGE>
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18
<PAGE>
Defined Portfolios
Nuveen Sector Unit Trust Prospectus
PROSPECTUS PART B DATED JANUARY 15, 1999
The Prospectus for a Nuveen Unit Trust is divided into two parts. Part A of
the Prospectus relates exclusively to a particular Trust and provides specific
information regarding the Trust's portfolio, strategies, investment objectives,
expenses, financial highlights, income and capital distributions, hypothetical
performance information, risk factors and optional features. Part B of the
Prospectus provides more general information regarding the Nuveen Unit Trusts.
You should read both Parts of the Prospectus and retain them for future
reference. Except as provided in Part A of the Prospectus, the information
contained in this Part B will apply to each Trust.
Additional information about the Trusts is provided in the Information
Supplement. You can receive an Information Supplement by calling The Chase
Manhattan Bank (the "Trustee") at (800) 257-8787.
NUVEEN DEFINED PORTFOLIOS
Each Nuveen Unit Trust consists of a portfolio of Securities of companies
described in the applicable Part A of the Prospectus (see "Schedule of
Investments" in Part A of the Prospectus for a list of the Securities included
in a Trust).
Minimum Investment--$1,000 or 100 Units ($500 or nearest whole number of Units
whose value is less than $500 for Education IRA purchases), whichever is less.
Redeemable Units. Units of a Trust are redeemable at the offices of the Trustee
at prices based upon the aggregate underlying value of the Securities
(generally determined by the closing sale prices of listed Securities and the
bid prices of over-the-counter traded Securities). During the initial offering
period, the Redemption Price per Unit includes estimated organizational and
offering costs per Unit. After the initial offering period, the Redemption
Price will not include such estimated organizational and offering costs. See
"Trust Summary and Financial Highlights" in Part A of the Prospectus for the
organizational and offering costs and see "REDEMPTION" herein for a more
detailed discussion of redeeming your Units.
Dividend and Capital Distributions. Cash dividends received by a Trust will be
paid on those dates set forth under "Distributions" in Part A of the
Prospectus. Distributions of funds in the Capital Account, if any, will be made
as part of the final liquidation distribution, if applicable, and in certain
circumstances, earlier. See "DISTRIBUTIONS TO UNITHOLDERS."
Public Offering Price. Public Offering Price of a Trust during the Initial
Offering Period is based upon the aggregate underlying value of the Securities
in the Trust's portfolio (generally determined by the closing sale prices of
the listed Securities and the ask prices of over-the-counter traded Securities)
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,
plus a sales charge as set forth in Part A of the Prospectus and is rounded to
the nearest cent. The Public Offering Price during the initial offering period
also includes organizational and offering costs incurred in establishing a
Trust. These costs will be deducted from the assets of the Trust as of the
close of the initial offering period. See "Trust Summary and Financial
Highlights" in Part A of the Prospectus. For Units purchased in the secondary
market, the Public Offering Price is based upon the aggregate underlying value
of the Securities in the Trust (generally determined by the closing sale prices
of the listed Securities and the bid prices of over-the-counter traded
Securities) plus the sales charges as set forth in Part A of the Prospectus. A
pro rata share of accumulated dividends, if any, in the Income Account 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. (See
"PUBLIC OFFERING PRICE.")
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
NUVEEN UNIT TRUSTS......................................................... 3
COMPOSITION OF TRUSTS...................................................... 4
PUBLIC OFFERING PRICE...................................................... 5
MARKET FOR UNITS........................................................... 7
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 8
TAX STATUS................................................................. 8
RETIREMENT PLANS........................................................... 12
TRUST OPERATING EXPENSES................................................... 12
DISTRIBUTIONS TO UNITHOLDERS............................................... 13
ACCUMULATION PLAN.......................................................... 14
REPORTS TO UNITHOLDERS..................................................... 14
UNIT VALUE AND EVALUATION.................................................. 15
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 15
OWNERSHIP AND TRANSFER OF UNITS............................................ 16
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 17
REDEMPTION................................................................. 17
PURCHASE OF UNITS BY THE SPONSOR........................................... 19
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 19
INFORMATION ABOUT THE TRUSTEE.............................................. 20
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 20
SUCCESSOR TRUSTEES AND SPONSORS............................................ 20
INFORMATION ABOUT THE SPONSOR.............................................. 20
INFORMATION ABOUT THE EVALUATOR............................................ 21
OTHER INFORMATION.......................................................... 21
LEGAL OPINION.............................................................. 22
AUDITORS................................................................... 22
SUPPLEMENTAL INFORMATION................................................... 22
</TABLE>
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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 common stocks of the companies described in the
applicable Part A of the Prospectus, together with funds represented by an
irrevocable letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves) (the "Securities").
See "Schedule of Investments" in Part A of the Prospectus, for a description
of the Securities deposited in the applicable Trust. See also, "Trust
Strategies" and "Risk Factors" in Part A of the Prospectus.
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 Securities deposited in such Trust in the ratio set forth in "Essential
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 a Trust may be issued from time to time following the
Initial Date of Deposit by depositing in such Trust additional Securities (or
contracts therefore backed by an irrevocable letter of credit or cash) or cash
(including a letter of credit) with instructions to purchase additional
Securities in the Trust. As additional Units are issued by a Trust as a result
of the deposit of additional Securities or cash 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, or cash
with instructions to purchase additional Securities, into a Trust following
the Initial Date of Deposit, provided that such additional deposits will be in
amounts which will maintain, within reasonable parameters, the same original
proportionate relationship among the Securities in such Trust established on
the Initial Date of Deposit. Thus, although additional Units will be issued,
each Unit will continue to represent the same proportionate amount of each
Security. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities or cash being
deposited by the Sponsor, the fractional undivided interest in a Trust
represented by each unredeemed Unit will decrease or increase accordingly,
although the actual interest in such Trust represented by such fraction will
remain unchanged. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in
their anticipated income because of fluctuations in the price of the
Securities between the time of the cash deposit and the purchase of the
Securities and because the Trust will pay the associated brokerage fees. To
minimize this effect, the Trust will try to purchase the Securities as close
to the evaluation time or as close to the evaluation price as possible. Units
will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until termination of the
Indenture.
The Sponsor may realize a profit (or sustain a loss) as of the opening of
business on the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities and the cost of such Securities to the
Trust, which is based on the evaluation of the Securities as of the opening of
business on the Initial Date of Deposit. (See "Schedule of Investments" in
Part A of the Prospectus.) The Sponsor may also be considered to have realized
a profit or to have sustained a loss, as the case may be, in the amount of any
difference between the cost of the Securities to the Trust (which is based on
the Evaluator's determination of the aggregate value of the underlying
Securities of the Trust) on the subsequent date(s) of deposit and the cost of
such Securities to Nuveen, if applicable.
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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 or in
substitution for Securities not delivered to a Trust.) To assist the Sponsor
in selecting Securities for the Trusts, the Sponsor may use its own resources
to pay outside research service providers.
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 may not exceed the amount of funds reserved for the
purchase of the Failed Securities.
If the right of limited substitution described in the preceding paragraph is
not utilized to acquire Replacement Securities in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Securities to all Unitholders of the Trust and the Trustee will distribute the
principal attributable to such Failed Securities not more than 120 days after
the date on which the Trustee received a notice from the Sponsor that a
Replacement Security would not be deposited in the Trust. In addition,
Unitholders should be aware that, at the time of receipt of such principal,
they may not be able to reinvest such proceeds in other securities with
equivalent growth potential at a comparable price.
The Indenture also authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities in the
Trust or cash (including a letter of credit) with instructions to purchase
additional Securities in the Trust and the issuance of a corresponding number
of additional Units. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in
their anticipated income because of fluctuations in the prices of the
Securities between the time of the cash deposit and the purchase of the
Securities and because the Trust will pay the associated brokerage fees.
Sale of Securities. Certain of the Securities may from time to time under
certain circumstances be sold. The proceeds from such events will be used to
pay expenses or 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. Except as provided in Part A of the Prospectus, 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.
Unitholders will be unable to dispose of any of the Securities in a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust
and will vote such stocks in accordance with the instructions of the Sponsor.
The value of the Securities will fluctuate over the life of a Trust and may
be more or less than the value at the time they were deposited in such Trust.
The Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting these
Securities, including the impact of the Sponsor's purchase and sale of
Securities (especially during the primary offering period of Units of a Trust)
and other factors.
Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market
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for the Securities may depend on whether dealers will make a market in the
Securities. There can be no assurance that a market will be made for any of
the Securities, that any market for the Securities will be maintained or of
the liquidity of the Securities in any markets made. In addition, the Trust
may be restricted under the Investment Company Act of 1940 from selling
Securities to the Sponsor. The price at which the Securities may be sold to
meet redemptions and the value of a Trust will be adversely affected if
trading markets for the Securities are limited or absent. There can be no
assurance that a Trust will achieve its investment objectives.
Year 2000 Problem. Like other investment companies, financial and business
organizations and individuals around the world a Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee or other
service providers to such Trust do not properly process and calculate date-
related information and data from and after January 1, 2000. This is commonly
known as the "Year 2000 Problem." The Sponsor and Trustee are taking steps
that they believe are reasonably designed to address the Year 2000 Problem
with respect to computer systems that they use and to obtain reasonable
assurances that comparable steps are being taken by a Trust's other service
providers. At this time, however, there can be no assurance that these steps
will be sufficient to avoid any adverse impact to a Trust.
The Year 2000 Problem is expected to impact corporations and other parties,
which may include issuers of the Securities contained in a Trust, to varying
degrees based upon various factors, including, but not limited to, their
industry sector and degree of technological sophistication. The Sponsor is
unable to predict what impact, if any, the Year 2000 Problem will have on
issuers of the Securities contained in a Trust.
Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in a Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to
the environment or with respect to the petroleum or tobacco industry, may have
a negative impact on certain companies represented in a Trust. There can be no
assurance that future legislation, regulation or deregulation will not have a
material adverse effect on a Trust or will not impair the ability of the
issuers of the Securities to achieve their business goals.
Nuveen has obtained the descriptions of the companies in Part A for each
sector from sources it deems reliable. However, Nuveen has not independently
verified the accuracy or completeness of the information provided.
Public Offering Price
The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in a Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of over-the-counter traded
Securities), plus or minus cash, if any, in the Income and Capital Accounts of
the Trust, plus an initial sales charge equal to the difference between the
maximum sales charge (as set forth in Part A of the Prospectus) per Unit and
the maximum remaining deferred sales charge (as set forth in Part A of the
Prospectus) and is rounded to the nearest cent. In addition, a portion of the
Public Offering Price during the initial offering period also consists of
Securities in an amount sufficient to pay for all or a portion of the costs
incurred in establishing a Trust, 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 non-material out-of-pocket
expenses. The organizational and offering costs will be deducted from the
assets of a Trust as of the close of the initial offering period. See "Trust
Summary and Financial Highlights" in Part A of the Prospectus. Commencing on
those dates set forth under "Investing in the Trust--Sales Charges" in Part A
of this Prospectus, a deferred sales charge in an amount described in Part A
of the Prospectus will be assessed per Unit per applicable month. The deferred
sales charges will be paid from funds in the Capital Account, if sufficient,
or from the periodic sale of Securities. A pro rata share of accumulated
dividends, if any, in the Income Account 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 total maximum sales
charge assessed to Unitholders on a per Unit basis will be the amount set
forth in "Sales Charge" in Part A of the prospectus. See "UNIT VALUE AND
EVALUATION."
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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 Nuveen unit investment 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 graduated scale
provided in Part A of this Prospectus, based on the amount of intended
aggregate purchases (excluding purchases which are subject only to a deferred
sales charge) as expressed in the letter of intent. For purposes of letter of
intent calculations units of equity products are valued at $10 per unit. 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.
For "secondary market" sales the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the aggregate
value of each Security in the Trust (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities) a sales charge as set forth in Part A of this Prospectus. See
"UNIT VALUE AND EVALUATION."
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 total value of the Securities deposited in the Trust during the
primary offering period of the Trust.
At all times while Units are being offered for sale, the Trustee 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 ("Evaluation Time"). 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.
The graduated sales charges set forth in the table provided in Part A of
this Prospectus will apply on all applicable purchases of Nuveen investment
company securities on any one day by the same
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purchaser in the amounts stated, and for this purpose purchases of this Trust
will be aggregated with concurrent purchases of any other Nuveen unit
investment trust 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
individuals and their spouses, parents, children, grandchildren, grandparents,
parents-in-law, sons- and daughters-in-law, siblings, a sibling's spouse and a
spouse's siblings ("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). No dealer concessions will be paid for such
purchases.
Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trust
with the sales charge applicable for "Rollovers" as provided in Part A of the
Prospectus. The dealer concession for such purchases will be that applicable
to "Rollovers".
Units may be purchased with the reduced sales charge provided for "Wrap
Accounts" under "Sales Charges" in Part A of the Prospectus 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 of vendors who provide services to the Sponsor 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"). 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.
During the initial offering period, unitholders of any Nuveen-sponsored unit
investment trust may utilize their redemption or termination proceeds to
purchase Units of a Trust with the sales charge applicable for "Rollovers" as
provided in Part A of the Prospectus.
Whether or not Units are being offered for sale, the Trustee will determine
or cause to be determined 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 based upon the pro rata share per Unit
of the aggregate underlying value of the Securities in such Trust (generally
determined by the closing sale prices of listed Securities and the ask prices
of over-the-counter traded Securities). Afterward, although it is not
obligated to do so, the Sponsor may maintain a secondary market for Units of
each Trust at its own expense and continuously offer to purchase Units of each
Trust at prices, subject to change at any time, which are based upon the
aggregate underlying value of the Securities in a Trust (generally determined
by the closing sale prices of listed Securities and the bid prices of over-
the-counter traded Securities). During the initial offering period, the price
at which the Sponsor expects to repurchase Units (the "Sponsor's Repurchase
Price") includes estimated organizational and offering costs per Unit. After
the initial offering period, the Sponsor's Repurchase Price will not include
such estimated organizational and offering costs. See "Trust Summary and
Financial Highlights" in Part A of the Prospectus. Unitholders who wish to
dispose of their Units should inquire of the Trustee or their broker as to the
current Redemption Price. Units subject to a deferred sales charge which are
sold or tendered for redemption prior to such time as the entire deferred
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sales charge on such Units has been collected will be assessed the amount of
the remaining deferred sales charge at the time of sale or redemption. In
connection with its 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 generally
purchase Units from the broker or dealer at the Redemption Price (as defined
in "REDEMPTION") 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.
In maintaining a market for the Units, the Sponsor will realize profits or
sustain losses in the amount of any difference between the price at which
Units are purchased and the price at which Units are resold or redeemed. The
secondary market Public Offering Price of Units may be greater or less than
the cost of such Units to the Sponsor.
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 Cer-
tificates are issued will be unable to exercise any right of redemption until
they have received their Certificates, properly endorsed for transfer. (See
"REDEMPTION.")
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.
The amount by which the Trustee's determination of the aggregate value 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. (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 se-
curities by a Trust, may be available for use in the Sponsor's business, and
may be of benefit to the Sponsor.
Tax Status
The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986 (the "Code"). Unitholders should consult
their tax advisers in determining the Federal, state, local and any other tax
consequences of the purchase, ownership and disposition of Units in a Trust.
For purposes of the following discussion and opinions, it is assumed that each
Security is equity for Federal income tax purposes.
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; each Unitholder will be treated as the owner of a pro
rata portion of each of the assets of the Trust under the Code; and the
income of the Trust will be treated as income of the Unitholders thereof
under the Code. Each Unitholder will be considered to have received his pro
rata portion of income derived from each Trust asset when such income is
considered to be received by the Trust. A Unitholder will be considered to
have received all of the dividends paid on his pro rata portion of each
Security when such dividends are considered to be received by the Trust
regardless of whether such dividends are used to pay a portion of the
deferred sales charge. Unitholders will be taxed in this manner regardless
of whether distributions from a Trust are actually received by the
Unitholder or are automatically reinvested.
2. Each Unitholder will have a taxable event when a Trust disposes of a
Security (whether by sale, taxable exchange, liquidation, redemption, or
otherwise) or upon the sale or redemption of
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Units by such Unitholder (except to the extent an in-kind distribution of
stock is received by such Unitholder as described below). The price a
Unitholder pays for his or her Units, generally including sales charges, is
allocated among his or her pro rata portion of each Security held by a
Trust (in proportion to the fair market values thereof on the valuation
date closest to the date the Unitholder purchases his or her Units) in
order to determine his or her tax basis for his or her pro rata portion of
each Security held by the Trust. Unitholders should consult their own tax
advisors with regard to the calculation of basis. For Federal income tax
purposes, a Unitholder's pro rata portion of dividends, as defined by
Section 316 of the Code, paid by a corporation with respect to a Security
held by the Trust is taxable as ordinary income to the extent of such
corporation's current and accumulated "earnings and profits." A
Unitholder's pro rata portion of dividends paid on such Security which
exceeds such current and accumulated earnings and profits will first reduce
a Unitholder's tax basis in such Security, and to the extent that such
dividends exceed a Unitholder's tax basis in such Security shall generally
be treated as capital gain. In general, the holding period for such capital
gain will be determined by the period of time a Unitholder has held his or
her Units.
3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisors
regarding the recognition of such capital gains and losses for Federal
income tax purposes.
Deferred Sales Charge. Generally the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge is deferred. It is possible that for Federal income tax purposes, a
portion of the deferred sales charge may be treated as interest which should
be deductible by a Unitholder subject to limitations on the deduction of
investment interest. In such case, the non-interest portion of the deferred
sales charge would be added to the Unitholder's tax basis in his or her Units.
The deferred sales charge could cause the Unitholder's Units to be considered
to be debt-financed under Section 246A of the Code which would result in a
small reduction of the dividends received deduction. In any case, the income
(or proceeds from redemption) a Unitholder must take into account for Federal
income tax purposes is not reduced by amounts deducted to pay the deferred
sales charge. Unitholders should consult their own tax advisers as to the
income tax consequences of the deferred sales charge.
Dividends Received Deduction. A corporation that owns Units will generally
be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the
extent such dividends are taxable as ordinary income, as discussed above and
are attributable to domestic corporations) in the same manner as if such
corporation directly owned the Securities paying such dividends (other than
corporate Unitholders, such as "S" corporations, which are not eligible for
the deduction because of their special characteristics and other than for
purposes of special taxes such as the accumulated earnings tax and the
personal holding corporation tax). However, a corporation owning Units should
be aware that Sections 246 and 246A of the Code impose additional limitations
on the eligibility of dividends for the 70% dividends received deduction.
These limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under and during the period
specified in Section 246(c) of the Code). Final regulations have been issued
which address special rules that must be considered in determining whether the
46-day holding period requirement is met. Moreover, the allowable percentage
of the deduction will be reduced from 70% if a corporate Unitholder owns
certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation.
To the extent dividends received by the Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.
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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 or her. 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 will be deductible
by an individual only to the extent they exceed 2% of such individual's
adjusted gross income. Unitholder's may be required to treat some or all of
the expenses of a Trust as miscellaneous itemized deductions subject to this
limitation. Unitholders should consult with their tax advisers regarding the
limitations on the deductibility of Trust expenses. Unitholders should consult
with their tax advisers regarding the limitations on the deductibility of
Trust expenses.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). The Internal
Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax Act")
provides that for taypayers other than corporations, net capital gain (which
is defined as net long-term capital gain over net short-term capital loss for
the taxable year) realized from property (with certain exclusions) is subject
to a maximum marginal stated tax rate of 20% (10% in the case of certain
taxpayers in the lowest tax bracket). Capital gain or loss is long-term if the
holding period for the asset is more than one year, and is short-term if the
holding period for the asset is one year or less. The date on which a Unit is
acquired (i.e., the "trade date") is excluded for purposes for determining the
holding period of the Unit. Capital gains realized from assets held for one
year or less are taxed at the same rates as ordinary income.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "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.
If the Unitholder disposes of a Unit, the Unitholder is deemed thereby to
have disposed of his or her entire pro rata interest in all assets of the
Trust involved including his or her pro rata portion of all the Securities
represented by the Unit.
The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts or similar transactions) as
constructive sales for purposes of recognition of gain (but not loss) and for
purposes of determining the holding period. Unitholders should consult their
own tax advisors with regard to any such constructive sales rules.
Special Tax Consequences of In-Kind Distributions Upon Redemption of Units
and Termination of a Trust. As discussed in "REDEMPTION" and "OTHER
INFORMATION--Termination of Indenture," under certain circumstances a
Unitholder who owns at least 1,000 Units of a Trust may request an In-Kind
Distribution upon the redemption of Units or the termination of such Trust.
The Unitholder requesting an In-Kind Distribution will be liable for expenses
related thereto (the "Distribution Expenses") and the amount of such In-Kind
Distribution will be reduced by the amount of the Distribution Expenses. See
"DISTRIBUTIONS TO UNITHOLDERS." As previously discussed, prior to the
redemption of Units or the termination of a Trust, a Unitholder is considered
as owning a pro rata portion of each of the Trust's assets for Federal income
tax purposes. The receipt of an In-Kind Distribution upon the redemption of
Units or the termination of a Trust will result in a Unitholder receiving an
undivided interest in whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock
issued by a particular corporation. A Unitholder will not recognize gain or
loss if a Unitholder only receives Securities in exchange for his or her pro
rata portion in the Securities held by the Trust. However, if a Unitholder
also receives cash in exchange for a fractional share of a Security
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held by the Trust, such Unitholder will generally recognize gain or loss based
upon the difference between the amount of cash received by the Unitholder and
his or her tax basis in such fractional share of a Security held by a Trust.
Because each Trust will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. The amount of taxable gain (or loss) recog-
nized upon such exchange will generally equal the sum of the gain (or loss)
recognized under the rules described above by such Unitholder with respect to
each Security owned by the Trust. Unitholders who request an In-Kind Distribu-
tion are advised to consult their tax advisers in this regard.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax ba-
sis in his or her Units will generally equal the price paid by such Unitholder
for his or her Units. The cost of the Units is allocated among the Securities
held by the Trust in accordance with the proportion of the fair market values
of such Securities on the valuation date nearest the date the Units are pur-
chased in order to determine such Unitholder's tax basis for his or her pro
rata portion of each Security.
A Unitholder's tax basis in his or her Units and his or her pro rata portion
of a Security held by a Trust will be reduced to the extent dividends paid
with respect to such Security are received by the Trust which are not taxable
as ordinary income as described above.
General. Each Unitholder will be requested to provide the Unitholder's tax-
payer 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 cer-
tification are not provided when requested, distributions by the Trust to such
Unitholder (including amounts received upon the redemption of Units) will be
subject to back-up withholding. Distributions by the Trust (other than those
that are not treated as United States source income, if any) will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-
United States persons. Such persons should consult their tax advisers.
In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unitholders and derived from dividends of foreign corporations will not be
subject to U.S. withholding tax provided that less than 25 percent of the
gross income of the foreign corporation for a three-year period ending with
the close of its taxable year preceding the year of payment was not effec-
tively connected to the conduct of a trade or business within the United
States. In addition, such earnings may be exempt from U.S. withholding pursu-
ant to a specific treaty between the United States and a foreign country. Non-
U.S. Unitholders should consult their own tax advisers regarding the imposi-
tion of U.S. withholding on distributions from the Trust.
It should be noted that payments to a Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unitholders should consult their tax advisers regarding the poten-
tial tax consequences relating to the payment of any such withholding taxes by
a Trust. Any dividends withheld as a result thereof will nevertheless be
treated as income to the Unitholders. Because under the grantor trust rules,
an investor is deemed to have paid directly his share of foreign taxes that
have been paid or accrued, if any, an investor may be entitled to a foreign
tax credit or deduction for United States tax purposes with respect to such
taxes. A required holding period is imposed for such credits.
At the termination of a Trust, the Trustee will furnish to each Unitholder a
statement containing information relating to the dividends received by the
Trust on the Securities, the gross proceeds received by the Trust from the
disposition of any Security (resulting from redemption or the sale of any Se-
curity) and the fees and expenses paid by the Trust. The Trustee will also
furnish annual information returns to Unitholders and the Internal Revenue
Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans estab-
lished. See "RETIREMENT PLANS."
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In the opinion of Carter, Ledyard & Milburn, Special Counsel to the Trusts
for New York tax matters, under the existing income tax laws of the State of
New York, 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 thereof.
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholder") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a
Unit in a Trust that (a) is (i) for United States federal income tax purposes a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder's conduct of a
United States trade or business. The term also includes certain former citizens
of the United States whose income and gain on the Units will be taxable.
Unitholders should consult their tax advisers regarding potential foreign,
state or local taxation with respect to the Units.
Retirement Plans
Units of the Trusts may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement plans.
Generally the Federal income tax relating to capital gains and income received
in each of the foregoing plans is deferred until distributions are received.
Distributions from such plans are generally treated as ordinary income but may,
in some cases, be eligible for special averaging or tax-deferred rollover
treatment. Investors considering participation in any such plan should review
specific tax laws related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
Such plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.
Trust Operating Expenses
No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in
"Expense Information" in Part A of the Prospectus for maintaining surveillance
over the portfolio and for performing certain administrative services for the
Trusts (the "Sponsor's Supervisory Fee"). In providing such supervisory
services, the Sponsor may purchase research from a variety of sources, which
may include dealers of the Trust. If so provided in Part A of the Prospectus,
the Sponsor may also receive an annual fee for providing bookkeeping and
administrative services for a Trust (the "Bookkeeping and Administration Fee").
Such services include, but are not limited to, the preparation of comprehensive
tax statements and providing account information to the Unitholders. If so
provided in Part A of the Prospectus, the Evaluator may also receive an annual
fee for performing evaluation services for the Trusts (the "Evaluator's Fee").
In addition, if so provided in Part A of the Prospectus, a Trust may be charged
an annual licensing fee to cover licenses for the use of service marks,
trademarks and trade names and/or for the use of databases and research.
Estimated annual Trust expenses are as set forth in Part A of this Prospectus;
if actual expenses are higher than the estimate, the excess will be borne by
the Trust. The estimated expenses do not include the brokerage commissions
payable by the Trust in purchasing and selling Securities.
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). In addition,
the Sponsor's Supervisory Fee, Bookkeeping and Administration Fee, Evaluator's
Fee and the Trustee's Fee may be 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. In addition, with respect to the fees payable to the Sponsor or an
affiliate of the Sponsor for providing bookkeeping and other administrative
services, supervisory services and evaluation services, such individual fees
may exceed the actual costs of providing such services for a Trust, but at no
time will the total amount received for such services, in the aggregate,
rendered to all unit investment trusts of
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which John Nuveen & Co. Incorporated is the Sponsor in any calendar year
exceed the actual cost to the Sponsor or its affiliates of supplying such
services, in the aggregate, in such year. The Trustee has the use of funds, if
any, being held in the Income and Capital 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.
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
expenses are paid monthly and the Trustee is empowered to sell Securities in
order to pay these amounts if funds are not otherwise available in the
applicable Income and Capital Accounts.
Unless the Sponsor determines that an audit is not required, 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 state-
ments upon request.
Distributions to Unitholders
The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
receiving distributions only after such person becomes a Record Owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker/dealer. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay expenses will be distributed on the last day of each month
if the amount available for distribution equals at least $1.00 per 100 Units
("Capital Distribution Dates") to Unitholders of record on the fifteenth day
of each applicable month ("Capital Record Dates"). The Trustee is not required
to pay interest on funds held in the Capital Account of a Trust (but may
itself earn interest thereon and therefore benefit from the use of such
funds). A Unitholder's pro rata portion of the Capital Account, less expenses,
will be distributed as part of the final liquidation distribution.
It is anticipated that the deferred sales charge will be collected from the
Capital Account of the Trusts and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. To the extent that
amounts in the Capital Account are insufficient to satisfy the then current
deferred sales charge obligation, Securities may be sold to meet such
shortfall. Distributions of amounts necessary to pay the deferred portion of
the sales charge will be made to an account designated by the Sponsor for
purposes of satisfying a Unitholder's deferred sales charge obligations.
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the 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 under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances, the Trustee obtains the Unitholder's tax
identification number from the selling broker. However, a Unitholder should
examine his or her statements from the
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Trustee to make sure that the Trustee has been provided a certified tax
identification number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such number, one
should be provided as soon as possible.
Within a reasonable time after a Trust is terminated, each Unitholder will,
upon surrender of his Units for redemption, receive (i) the pro rata share of
the amounts realized upon the disposition of Securities, unless he or she
elects an In-Kind Distribution as described under "REDEMPTION" and (ii) a pro
rata share of any other assets of such Trust, less expenses of such Trust.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Securities therein. All other receipts (e.g., return of
capital, etc.) are credited to the Capital Account of a Trust.
The Trustee may establish reserves (the "Reserve Account") within a Trust
for state and local taxes, if any, and any governmental charges payable out of
such Trust.
Distribution Reinvestment. Any Unitholder may elect to have each distribu-
tion of income on his Units, other than the final liquidating distribution in
connection with the termination of a Trust, automatically reinvested in addi-
tional Units of such Trust. Each person who purchases Units of a Trust may
elect to participate in the reinvestment option by notifying the Trustee in
writing of their election. Reinvestment may not be available in all states. So
long as the election is received by the Trustee at least 10 days prior to the
Record Date for a given distribution, each subsequent distribution of income
and/or capital, as selected by the Unitholder, will be automatically applied
by the Trustee to purchase additional Units of a Trust. The remaining deferred
sales charge payments will be assessed on Units acquired pursuant to reinvest-
ment. It should be remembered that even if distributions are reinvested, they
are still treated as distributions for income tax purposes.
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 income and capital
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 capital only reinvestment to reinvestment of both
capital and income or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units
in cash. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. 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 income, 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. 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 that provides (1) a summary of
transactions in the Trust for such year; (2) any Security sold during the year
and the Securities held at the end of such year by the Trust; (3) the
redemption price per Unit based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts of income and capital distributed during such year.
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In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust.
Unit Value and Evaluation
The value of the Trust is determined by the Trustee on the basis of (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; (2) the aggregate
value of the Securities held in the Trust, as determined by the Evaluator on
the basis of the aggregate underlying value of the Securities in the Trust
next computed; (3) dividends receivable on the Securities trading ex-dividend
as of the date of computation; and (4) all other assets of the Trust; and
deducting therefrom: (1) amounts representing any applicable taxes or
governmental charges and amounts due the Sponsor or Trustee for
indemnification or extraordinary expenses payable out of such Trust for which
no deductions had been made for the purpose of additions to the Reserve
Account; (2) any amounts owing to the Trustee for its advances; (3) an amount
representing estimated accrued expenses of the Trust, including, but not
limited to, unpaid fees and expenses of the Trustee (including legal fees) and
the Sponsor; (4) amounts representing unpaid organizational and offering
costs; (5) cash held for distribution to Unitholders of record of the Trust or
for redemption of tendered Units as of the business day prior to the
evaluation being made; and (6) other liabilities incurred by the Trust. The
result of such computation is divided by the number of Units of such Trust
outstanding as of the date thereof and rounded to the nearest cent to
determine the per Unit value ("Unit Value") of such Trust. The Trustee may
determine the aggregate value of the Securities in the Trust in the following
manner: if the Securities are listed on a securities exchange or The NASDAQ
Stock Market ("listed Securities"), this evaluation is generally based on the
closing sale price on that exchange or that system (if a listed Security is
listed on the New York Stock Exchange ("NYSE") the closing sale price on the
NYSE shall apply) or, if there is no closing sale price on that exchange or
system, at the closing bid prices (ask prices for primary market purchases).
If the Securities are not so listed, the evaluation shall generally be based
on the current bid prices (ask prices for primary market purchases) on the
over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for valuation). If current bid prices are
unavailable, the evaluation is generally determined (a) on the basis of
current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or (c) by any combination of the
above.
With respect to any Security not listed on a national exchange or The NASDAQ
Stock Market, or, with respect to a Security so listed but the Trustee deems
the last reported sale price on the relevant exchange to be inappropriate as a
basis for valuation, upon the Trustee's request, the Sponsor shall, from time
to time, designate one or more evaluation services or other sources of
information on which the Trustee shall be authorized conclusively to rely in
evaluating such Security, and the Trustee shall have no liability for any
errors in the information so received. The cost thereof shall be an expense
reimbursable to the Trustee from the Income and Capital Accounts.
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 $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
Education IRA purchases), whichever is less. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units.
The Sponsor plans to allow a discount to brokers and dealers in connection
with the distribution of Units. The amounts of such discounts are set forth in
Part A of this Prospectus.
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The Sponsor may 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.
For Units purchased during the initial offering period by Unitholders who
utilize redemption or termination proceeds from other Nuveen-sponsored unit
investment trusts and receive the sales charge applicable for "Rollovers" as
described in Part A of the Prospectus, dealers are entitled to receive the
concession applicable for "Rollovers" as provided in Part A of the Prospectus.
Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of Nuveen unit trusts (other than any series of the
Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM Portfolios) sold in
the primary or secondary market during any quarter as set forth in the table
below. Eligible Dealer Firms are dealers that are providing marketing support
for Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2)
providing Nuveen representatives access to the dealer's branch offices, and 3)
generally facilitating the placement of orders by the dealer's registered
representatives such as putting Nuveen unit trusts on their order entry
screens. Eligible Dealer Firms will not include firms that solely provide
clearing services to broker/dealer firms. For purposes of determining the
applicable volume incentive rate for a given quarter, the dollar amount of all
units sold over the current and three previous quarters (the "Measuring
Period") is aggregated. The volume incentive received by the dealer firm will
equal the dollar amount of units sold during the current quarter times the
highest applicable rate for the Measuring Period. For firms that meet the
necessary volume level, volume incentives may be given on all applicable
trades originated from or by that firm.
<TABLE>
<CAPTION>
Total dollar amount sold
over Measuring Period Volume Incentive
-------------------------- --------------------------------
<S> <C>
$ 5,000,000 to $ 9,999,999 0.10% of current quarter sales
$10,000,000 to $19,999,999 0.125% of current quarter sales
$20,000,000 to $49,999,999 0.1375% of current quarter sales
$50,000,000 or more 0.15% of current quarter sales
</TABLE>
Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.
Firms are not entitled to receive any dealer concession for any sales made
to investors which qualified as Discounted Purchases (as defined in "PUBLIC
OFFERING PRICE") 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 Part
A of the Prospectus under "Dealer Concessions." 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 registered Certificates unless the
Unitholder expressly requests that ownership be evidenced by a book entry
position recorded on the books and records of
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<PAGE>
the Trustee. 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 Unitholders 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 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 Unitholder. 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 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
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<PAGE>
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 ("Redemption Price"). During the initial offering period,
the Redemption Price per Unit includes estimated organizational and offering
costs per Unit. After the initial offering period, the Redemption Price will
not include such estimated organizational and offering costs. See "Trust
Summary and Financial Highlights" in Part A of the Prospectus. 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.
Units subject to a deferred sales charge which are tendered for redemption
prior to such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales charge
at the time of redemption. In addition, in the event of the death of a
Unitholder within the one-year period prior to redemption, any deferred sales
charge remaining at the time of redemption shall be waived. 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 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.
Any Unitholder tendering 1,000 Units or more for redemption may request by
written notice submitted at the time of tender from the Trustee, in lieu of a
cash redemption, a distribution of shares of Securities in an amount and value
of Securities per Unit equal to the Redemption Price Per Unit, as determined
as of the evaluation next following tender. In-kind distributions ("In-Kind
Distributions") shall be made by the Trustee through the distribution of each
of the Securities in book-entry form to the account of the Unitholder's bank
or broker/dealer at the Depository Trust Company. An In-Kind Distribution will
be reduced by customary transfer and registration charges. The tendering
Unitholder will receive his pro rata number of whole shares of each of the
Securities comprising a portfolio and cash from the Capital Account equal to
the fractional shares to which the tendering Unitholder is entitled. The
Trustee may adjust the number of shares of any issue of Securities included in
a Unitholder's In-Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of Securities on
the date of tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the Trustee may
sell Securities in the manner described below.
Under regulations issued by the Internal Revenue Service, the Trustee may 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. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn from
the Income Account of a Trust to the extent that funds are available for such
purpose, or from the Capital Account. All other amounts paid on redemption
shall be withdrawn from the Capital Account.
The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption. To the extent that Securities are sold, the
size and diversity of the 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 per Unit during the secondary market will be determined
on the basis of the Unit Value of a Trust. After the initial offering period,
the Redemption Price will not include estimated
18
<PAGE>
organizational and offering costs. See "Trust Summary and Financial Highlights"
in Part A of the Prospectus. See "UNIT VALUE AND EVALUATION" for a more
detailed discussion of the factors included in determining Unit Value. The
Redemption Price per Unit will be assessed the amount, if any, of the remaining
deferred sales charge at the time of redemption.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or during which the Securities and Exchange
Commission determines that trading on the New York Stock Exchange is restricted
or any emergency exists, as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. Under certain extreme
circumstances, the Sponsor may apply to the Securities and Exchange Commission
for an order permitting a full or partial suspension of the right of
Unitholders to redeem their Units. The Trustee is not liable to any person in
any way for any loss or damage which may result from any such suspension or
postponement.
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
The portfolio of the Trusts are not "managed" by the Sponsor or the Trustee;
their activities described herein are governed solely by the provisions of the
Indenture. The Indenture provides that the Sponsor may (but need not) direct
the Trustee to dispose of a Security in the event that an issuer defaults in
the payment of a dividend that has been declared, that any action or proceeding
has been instituted restraining the payment of dividends or there exists any
legal question or impediment affecting such Security, that the issuer of the
Security has breached a covenant which would affect the payments of dividends,
the credit standing of the issuer or otherwise impair the sound investment
character of the Security, that the issuer has defaulted on the payment on any
other of its outstanding obligations, that the price of the Security declined
to such an extent or other such credit factors exist so that in the opinion of
the Sponsor, the retention of such Securities would be detrimental to a Trust.
Except as stated in this Prospectus, the acquisition by a Trust of any
securities or other property other than the Securities is prohibited. Pursuant
to the Indenture and with limited exceptions, the Trustee may sell any
securities or other property acquired in exchange for Securities such as those
acquired in connection with a merger or other transaction. If offered such new
or exchanged securities or properties, the Trustee shall reject the offer.
However, in the event such securities or property are nonetheless acquired by a
Trust, they may be accepted for deposit in a Trust and either sold by the
Trustee or held in a Trust pursuant to the direction of the Sponsor. Proceeds
from the sale of Securities by the Trustee are credited to the Capital Account
of a Trust for distribution to Unitholders or to meet redemptions.
The Trustee may also sell Securities designated by the Sponsor, or if not so
directed, in its own discretion, for the purpose of redeeming Units of a Trust
tendered for redemption and the payment of expenses.
The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities. To the extent this is not practicable, the composition and
diversity of the Securities may be altered. In order to obtain the best price
for a Trust, it may be necessary for the Sponsor to specify minimum amounts
(generally 100 shares) in which blocks of Securities are to be sold. The
Sponsor may consider sales of Units of unit investment trusts which it sponsors
in making recommendations to the Trustee as to the selection of broker/dealers
to execute a Trust's portfolio transactions.
19
<PAGE>
Information about the Trustee
The Trustee is The Chase Manhattan Bank. Its address is 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.
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
Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's
investment philosophy. It is a careful, long-term strategy that offers the
potential for attractive returns with moderated risk. Successful value
investing begins with in-depth research and a discerning eye for marketplace
opportunity. Nuveen's team of investment professionals is backed by the
discipline, resources and expertise of a century of investment experience,
including one of the most recognized research departments in the industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash management
products.
20
<PAGE>
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). Nuveen maintains eight regional offices.
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 Sponsor
may produce software or additional sales literature to promote the advantages
of using the Trusts to meet these and other specific investor needs.
In advertising and sales literature, the Sponsor may compare the performance
of a given investment strategy or a Trust with that of, or reflect the
performance of: (1) the Consumer Price Index; (2) equity mutual funds or
mutual fund indexes as reported by various independent services which monitor
the performance of mutual funds, or other industry or financial publications
such as Barron's, Changing Times, Forbes and Money Magazine; and/or (3) the
S&P 500 Index or other unmanaged indices and investment strategies.
Advertisements involving these indexes, investments or strategies may reflect
performance over different periods of time by means of aggregate, average,
year-by-year, or other types of total return and performance figures. Any
given performance quotation or performance comparison should not be considered
as representative of the performance of the Trusts for any future period. Such
advertising may also reflect the standard deviation of the index, investment
or strategy returns for any period. This calculation of standard deviation is
sometimes referred to as the "Sharpe measure" of return.
Information about the Evaluator
The Trustee will serve as Evaluator of the Trusts. The Sponsor intends to
replace the Trustee as Evaluator during the life of the Trusts.
The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If
upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Indenture shall be made 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,
Sponsor or Unitholders for errors in judgment. This provision shall not
protect the Evaluator in any case of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
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, without the consent of 100% of the Unitholders, 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, except for the
substitution of refunding securities under certain circumstances or except as
otherwise provided in this Prospectus. The Trustee shall advise the
Unitholders of any amendment requiring the consent of Unitholders, or upon
request of the Sponsor, promptly after execution thereof.
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<PAGE>
Termination of Indenture
The Trust may be liquidated at any time by an instrument executed by the
Sponsor and consented to by 66 2/3% of the Units of the Trust then outstanding.
The Trust may also be liquidated by the Trustee when the value of such Trust,
as shown by any evaluation, is less than 20% of the total value of the
Securities deposited in the Trust as of the conclusion of the primary offering
period and may 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. The sale of Securities from the Trust 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 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 Mandatory Termination Date set forth under "Essential
Information" in Part A of this Prospectus.
Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sale of the Securities.
Written notice of the termination of a Trust specifying the time or times at
which Unitholders may surrender their certificates for cancellation shall be
given by the Trustee to each Unitholder at his address appearing on the
registration books of such Trust maintained by the Trustee. Unitholders not
electing a distribution of shares of Securities will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
after the Trust is terminated. Regardless of the distribution involved, the
Trustee will deduct from the funds of a Trust any accrued costs, expenses,
advances or indemnities provided by the Indenture, 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. Trustee will then distribute to each Unitholder his pro
rata share of the balance of the Income and Capital Accounts.
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 the 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. The information supplement is incorporated by reference into the
Prospectus.
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<PAGE>
Defined NUVEEN SECTOR UNIT TRUST
Portfolios PROSPECTUS -- PART B
JANUARY 15, 1999
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700
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
This Prospectus does not contain complete information about the Unit Trust
filed with the Securities and Exchange Commission in Washington, DC under the
Securities Act of 1933 and the Investment Company Act of 1940.
To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov
No person is authorized to give any information or representation about the
Trusts not contained in Parts A or B of this Prospectus or the Information Sup-
plement, and you should not rely on any other information.
When Units of this Trust are no longer available or for investors who will
reinvest into subsequent series of the Trusts, this Prospectus may be used as a
preliminary Prospectus for a future series. If this is the case, investors
should note the following:
1. Information in this Prospectus is not complete and may be changed;
2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and
3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.
<PAGE>
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT
JANUARY 15, 1999
NUVEEN UNIT TRUSTS, SERIES 28
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 Chase Manhattan Bank, 4 New York Plaza,
New York, NY 10004-2413 (800-257-8787). This Information Supplement has been
created to supplement information contained in the Prospectus.
This Information Supplement is dated January 15, 1999. Capitalized terms
have been defined in the Prospectus.
<PAGE>
TABLE OF CONTENTS
Accumulation Plan
Information About the Sponsor
Risk Factors
e-Commerce Industry Description
<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 capital
distributions or capital 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) 321-7227. 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
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<PAGE>
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
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 Investment Trust
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
Nuveen Investment Trust II
Nuveen Rittenhouse Growth Fund
Nuveen Investment Trust III
Nuveen Income Fund
Money Market Funds
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
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<PAGE>
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 elect 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 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 dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital 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 capital only reinvestment to reinvestment of both
capital and dividends 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
Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.
A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's
investment philosophy. It is a careful, long-term strategy that offers the
potential for consistent, attractive returns with moderated risk. Successful
value investing begins with in-depth
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<PAGE>
research and a discerning eye for marketplace opportunity. Nuveen's team of
investment professionals is backed by the discipline, resources and expertise of
a century of investment experience, including one of the most recognized
research departments in the industry.
To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts, exchange-
traded funds, customized asset management services and cash management products.
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, 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
-6-
<PAGE>
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. 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 office located in Chicago (333 West Wacker
Drive). Nuveen maintains 8 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 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.
Risk Factors
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general conditions
of the common stock market may worsen and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trust(s) have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer any assurance
of income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. The value of
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Securities in a Trust may be
expected to fluctuate over the life of a Trust to values higher or lower than
those prevailing on the Initial Date of Deposit.
Holders of common stock incur more risk than holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Cumulative preferred stock dividends must be paid before
common stock dividends and any cumulative preferred stock dividend omitted is
added to future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.
Foreign Securities Risks. Certain of the Securities in one or more of the
Trusts are of foreign issuers, and therefore, an investment in such a Trust
involves some investment risks that are different in some respects from an
investment in a Trust that invests entirely in securities of domestic issuers.
Those investment risks include future political and governmental restrictions
which might adversely affect the payment or receipt of payment of dividends on
the relevant Securities, currency exchange rate fluctuations, exchange control
policies, and the limited liquidity and small market capitalization of such
foreign countries' securities markets. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act of
1934, there may be less publicly available information than is available from a
domestic issuer. Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. However, due to
the nature of the issuers of the Securities included in the Trust, the Sponsor
believes that adequate information will be available to allow the Sponsor to
provide portfolio surveillance.
Certain of the Securities in one or more of the Trusts are in ADR or GDR
form. ADRs, which evidence American Depositary Receipts and GDRs, which evidence
Global Depositary Receipts, represent common stock deposited with a custodian in
a depositary. American Depositary Shares and Global Depositary Shares
(collectively, the "Depositary Receipts") are issued by a bank or trust company
to evidence ownership of underlying securities issued by a foreign corporation.
These instruments may not necessarily be denominated in the same currency as the
securities into which they may be converted. For purposes of the discussion
herein, the terms ADR and GDR generally include American Depositary Shares and
Global Depositary Shares, respectively.
Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the Depositary Receipts holder, while the
company itself is not involved in the transaction. In a sponsored facility, the
issuing company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single depositary
and entail a contractual relationship between the issuer, the shareholder and
the depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues
Depositary Receipts generally charges a fee, based on the price of the
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or other cash
distributions paid in local currency into U.S. dollars and such expenses are
deducted from the amount of the dividend or distribution paid to holders,
resulting in a lower payout per underlying shares represented by the Depositary
Receipts than would be the case if the underlying share were held directly.
Certain tax considerations, including tax rate differentials and withholding
requirements, arising from applications of the tax laws of one nation to
nationals of another and from certain practices in the Depositary Receipts
market may also exist with respect to certain Depositary Receipts. In varying
degrees, any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local market.
In addition, the rights of holders of Depositary Receipts may be different than
those of holders of the underlying shares, and the market for Depositary
Receipts may be less liquid than that for the underlying shares. Depositary
Receipts are registered securities pursuant to the Securities Act of 1933 and
may be subject to the reporting requirements of the Securities Exchange Act of
1934.
For the Securities that are Depositary Receipts, currency fluctuations will
affect the U.S. dollar equivalent of the local currency price of the underlying
domestic share and, as a result, are likely to affect the value of the
Depositary Receipts and consequently the value of the Securities. The foreign
issuers of securities that are Depositary Receipts may pay dividends in foreign
currencies which must be converted into dollars. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the soundness of the
world economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for any
securities of issuers (whether or not they are in Depositary Receipt form) whose
earnings are stated in foreign currencies, or which pay dividends in foreign
currencies or which are traded in foreign currencies, there is a risk that their
United States dollar value will vary with fluctuations in the United States
dollar foreign exchange rates for the relevant currencies.
On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and Spain (eleven of the fifteen
member countries of the European Union ("EU")) are scheduled to establish fixed
conversion rates between their existing sovereign currencies and the euro. On
such date the euro is expected to become the official currency of these eleven
countries. As of January 1, 1999, the participating countries will no longer
control their own monetary policies by directing independent interest rates for
their currencies. Instead, the authority to direct monetary policy, including
money supply and official interest rates for the euro, will be exercised by the
new European Central Bank. The conversion of the national currencies of the
participating countries to the euro could negatively impact the market rate of
the exchange between such currencies (or the newly created euro) and the U.S.
dollar. In addition, European corporations, and other entities with significant
markets or operations in Europe (whether or not in the participating countries),
face strategic challenges as these entities adapt to a single trans-national
currency. The euro conversion may have a material impact on revenues, expenses
or income from operations; increase competition due to the increased price
transparency of EU markets; effect issuers' currency exchange rate risk and
derivatives exposure; disrupt current contracts; cause issuers to increase
spending on information technology updates required for the conversion; and
result in potential adverse tax consequences. The Sponsor is unable to predict
what impact, if any, the euro conversion will have on any of the issuers of
Securities contained in the Trust.
e-Commerce Sector Portfolio. An investment in Units of the e-Commerce
Sector Portfolio should be made with an understanding of the problems and risks
inherent in the Internet sector in general.
The market for Internet companies is characterized by rapidly changing
technology, rapid product and service obsolescence, cyclical market patterns,
intense competition, evolving industry standards and frequent new product
introductions. The success of the issuers of the Securities depends in
substantial part on the timely and successful introduction of new products. An
unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse effect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able to
respond in a timely manner to compete in the rapidly developing marketplace.
Based on the trading history of Internet stocks, factors such as the
announcement of new products, the development of new technologies or the general
condition of the industry have caused and are likely to cause the market price
of Internet common stocks to fluctuate substantially. In addition, Internet
company stocks have experienced extreme price and volume fluctuations that often
have been unrelated to the operating performance of such companies. This market
volatility may adversely affect the market price of the Securities and therefore
the ability of a Unitholder to redeem Units at a price equal to or greater than
the original price paid for such Units.
Some key components of certain products of Internet issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. In addition,
Internet companies are often highly dependent on the performance of the personal
computer, electronics and telecommunications industries.
Many Internet companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The adoption of
any such laws could have a material adverse impact on the Securities in the
Portfolio. The above factors could adversely affect the value of the Trust's
Units.
Utility Sector Portfolio. An investment in Units of the Utility Sector
Portfolio should be made with an understanding of the problems and risks
inherent in the utility sector in general. Companies involved in the utility
industry face risks related to obtaining adequate return on invested capital
despite rate increases, financing large construction programs, restrictions on
operations and increased costs and delays due to governmental regulations,
difficulty of the capital markets in absorbing utility securities, the ability
to obtain fuel for power generation at adequate prices and the effects of energy
conservation. Utility stocks have generally been particularly susceptible to
interest rate movements. The price of these stocks may fall if interest rates
rise.
Utility companies face substantial government regulation concerning rates
and licensing, construction and operation of facilities. Government authorities
must generally approve rate increases and voters in many states have the ability
to impose limits on rate adjustments. Because many utilities plan budgets far
in advance, any unexpected limitations on rates could negatively affect a
company's profits. In addition, this industry has experienced significant
deregulation in the recent past. Deregulation may increase competition which can
have a negative impact on certain companies and result in lower utility rates.
Certain utility companies own or operate nuclear generating facilities. Nuclear
facilities have experienced substantial cost increases, construction delays and
licensing difficulties. These companies face problems associated with the use of
radioactive materials and disposal of radioactive waste. A major accident at a
nuclear plant, such as the accident at a plant in Chernobyl in the former Soviet
Union, would have a significant negative impact on certain issuers.
e-Commerce Industry Description
The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. Predictions are that Internet commerce in the U.S. will hit $50
billion in 1999; and $1.4 trillion in 2003, according to Michael Putnam of
Forrester Research, as stated in the December 7, 1998 edition of The Wall Street
Journal.
Nicholas Negropontes, founder and director of MIT's Media Laboratory, was
reported in the Summer 1998 edition of the Context Magazine to have said that
"I've gone on record saying that there will be a billion people on the Net in
the year 2000.... The billion people on the Net will be a skeleton compared with
the 10 billion "things" that will be on the Net by then."
As described in the chart below, Forrester Research predicts that a growing
share of business to business commerce is expected to move to the Internet
(dollars in billions; excludes service industries).
[Chart appears here]
Source: Forrester Research Inc., as reported in the December 7, 1998 edition of
The Wall Street Journal.
Internet (right scale) with percentage of total
% of total market
1998 43.1 0.4%
1999 109.3 1.0
2000 251.1 2.1
2001 499.0 4.0
2002 842.7 6.3
2003 1330.9 9.4
Total Economy (left scale)
1998 10,503,232
1999 11,135,702
2000 11,812,558
2001 12,537,342
2002 13,313,921
2003 14,148,514
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<PAGE>
Contents of Registration Statement
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This Amendment to the Registration Statement comprises the following papers
and documents:
The facing sheet
The Prospectus
The signatures
Consents of Independent Public
Accountants and Counsel as indicated
Exhibits as listed on page S-5
C. Explanatory Note
This Amendment No. 2 to the Registration Statement may contain multiple
separate prospectuses. Each prospectus will relate to an individual unit
investment trust and will consist of a Part A, a Part B and an Information
Supplement. Each prospectus will be identical with the exception of the
respective Part A which will contain the financial information specific to such
underlying unit investment trust.
D. Undertakings
1. With exception of the information included in the appendices to the
Information Supplement, which will vary depending upon the make-up of a Fund or
updated to reflect current events, any amendment to a Fund's Information
Supplement will be subject to the review of the staff of the Securities and
Exchange Commission prior to the distribution; and
2. The Information Supplement to the Trust will not include third party
financial information.
S-1
<PAGE>
Signatures
The Registrant, Nuveen Unit Trusts, Series 28 hereby identifies Series 4 of
the Nuveen unit Trusts for purposes of the representations required by Rule 487
and represents the following:
(1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series;
(2) that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information for, the
series with respect to the securities of which this Registration Statement is
being filed, this Registration Statement does not contain disclosures that
differ in any material respect from those contained in the registration
statements for such previous series as to which the effective date was
determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 28 has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Chicago and State of Illinois on the 15th day of
January, 1999.
NUVEEN UNIT TRUSTS, SERIES 28
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Thomas C. Muntz
------------------------------
Vice President
Attest Karen L. Healy
--------------------------
Assistant Secretary
S-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
Anthony T. Dean President, Chief Operating ) Larry W. Martin
Officer and Director ) ---------------
) Larry W. Martin
John P. Amboian Chief Financial Officer and ) Attorney-in-Fact**
Executive Vice President )
)
Margaret E. Wilson Vice President and ) January 15, 1999
Controller )
</TABLE>
- ---------
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The power of attorney for Messrs. Amboian, Dean and Schwertfeger were filed
as Exhibit P to Form N-8B-2 (File No. 811-08103) and for Ms. Wilson as Exhibit
6.2 to Nuveen Unit Trusts, Series 12 (File No. 33-49197).
S-3
<PAGE>
Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its name in the Prospectus
included in Amendment to the Registration Statement is filed by this amendment
as Exhibit 4.4 to the Registration Statement.
Consent of Chapman and Cutler
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Amendment to the Registration Statement is contained in its
opinions filed by this amendment as Exhibits 3.1 and 3.2 to the Registration
Statement.
Consent of The Chase Manhattan Bank
The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the Amendment to the Registration Statement is filed by this
amendment as Exhibit 4.2 to the Registration Statement.
Consent of Carter, Ledyard & Milburn
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Amendment to the Registration Statement is filed by
this amendment as Exhibit 3.3 to the Registration Statement.
S-4
<PAGE>
List of Exhibits
1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trusts,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee (incorporated by reference to Amendment No. 1 to Form S-6 [File
No. 333-25225] filed on behalf of Nuveen Unit Trusts, Series 4).
1.1(b) Trust Indenture and Agreement.
2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a) on pages 2
to 8, inclusive, and incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered.
3.2 Opinion of counsel as to Federal income tax status of securities being
registered.
3.3 Opinion of counsel as to New York income tax status of securities being
registered.
3.4 Opinion of counsel as to advancement of funds by Trustee.
4.2 Consent of The Chase Manhattan Bank.
4.4 Consent of Arthur Andersen LLP.
6.1 List of Directors and Officers of Depositor and other related
information (incorporated by reference to Exhibit E to Form N-8B-2 [File
No. 811-08103] filed on March 20, 1997 on behalf of Nuveen Unit Trusts,
Series 1 and subsequent Series).
S-5
<PAGE>
Exhibit 1.1(b)
Nuveen Unit Trusts, Series 28
Trust Indenture and Agreement
Dated: January 15, 1999
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 4 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as 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 the Trusts on the Initial Date of Deposit
is the amount set forth under the captions "Essential Information --
Fractional Undivided Interest per Unit" in the Prospectus.
<PAGE>
(c) The number of Units created of the Trusts are set forth under the
caption "Essential Information--Initial Number of Units" in the Prospectus
for the Trusts.
(d) Section 10.02 shall be amended to read in its entirety as
follows:
Section 10.02. Initial Costs. Subject to reimbursement as
hereinafter provided, the cost of organizing the Trust and the sale of the Trust
Units shall be borne by the Depositor, provided, however, that the liability on
the part of the Depositor under this section shall not include any fees or other
expenses incurred in connection with the administration of the Trust subsequent
to the deposit referred to in Section 2.01. Upon notification from the Depositor
that the primary offering period is concluded, the Trustee shall withdraw from
the Account or Accounts specified in the Prospectus or, if no Account is therein
specified, from the Capital Account, and pay to the Depositor the Depositor's
reimbursable expenses of organizing the Trust and sale of the Trust Units in an
amount certified to the Trustee by the Depositor. If the cash balance of the
Capital Account is insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, sell Securities identified by the Depositor, or
distribute to the Depositor Securities having a value, as determined under
Section 4.01 as of the date of distribution, sufficient for such reimbursement.
The reimbursement provided for in this section shall be for the account of the
Unit holders of record at the conclusion of the primary offering period. Any
assets deposited with the Trustee in respect of the expenses reimbursable under
this Section 10.02 shall be held and administered as assets of the Trust for all
purposes hereunder. The Depositor shall deliver to the Trustee any cash
identified in the Statement of Net Assets of the Trust included in the
Prospectus not later than the 10 calendar days following the Initial Date of
Deposit or deposit of additional Securities, as applicable and the Depositor's
obligation to make such delivery shall be secured by the letter of credit
deposited pursuant to Section 2.01. Any cash which the Depositor has identified
as to be used for reimbursement of expenses pursuant to this Section 10.02 shall
be held by the Trustee, without interest, and reserved for such purpose and
accordingly, prior to the conclusion of the primary offering period, shall not
be subject to distribution or, unless the Depositor otherwise directs, used for
payment of redemptions in excess of the per Unit amount payable pursuant to the
next sentence. If a Unit holder redeems Units prior to the conclusion of the
primary offering period, the Trustee shall pay to the Unit holder, in addition
to the Redemption Value of the tendered Units, unless otherwise directed by the
Depositor, an amount equal to the estimated per Unit cost of organizing the
Trust and the sale of Trust Units set forth in the Prospectus, or such revision
thereof most recently communicated to the Trustee by the Depositor pursuant to
Section 5.01, multiplied by the number of Units tendered for redemption; to the
extent the cash on hand in the Trust is insufficient for such payment, the
Trustee shall have the power to sell Securities in accordance with Section 5.02.
As used herein, the Depositor's reimbursable expenses of organizing the Trust
and sale of the Trust Units shall include the cost of the initial preparation
and typesetting of the registration statement, prospectuses (including
preliminary prospectuses), the indenture, and other documents relating to the
Trust, SEC and state blue sky registration fees, the cost of the initial
valuation of the portfolio and audit of the 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 prospectuses, expenses incurred in the preparation and printing of brochures
and other advertising materials and any other selling expenses.
(e) Article I of the Standard Terms and conditions of Trust is hereby
amended to replace the definitions of "Capital Distribution Date" and
"Mandatory Termination Date" and to add the following definitions:
Capital Distribution Date
The meaning assigned to it in the Prospectus for a Trust.
Mandatory Termination Date
The meaning assigned to it in the Prospectus for a Trust.
Prospectus
The prospectus relating to a Trust in the form first used
to confirm sales of Units.
Evaluator
The party designated in the Prospectus for a Trust or any party
appointed by the Sponsor.
-2-
<PAGE>
Ex.1.1(b)
(f) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:
"The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as
the Depositor shall direct the Trustee in writing and the Trustee shall
have no responsibility therefor. The Distribution Agent acts solely as
disbursing agent in connection with purchases of Units pursuant to this
Section and nothing herein shall be deemed to constitute the Distribution
Agent a broker in such transactions."
(g) The following subsection (d) shall be added to Section 7.02:
(d) The Depositor may employ agents in connection with its
duties under Section 3.11 and 3.13 hereof and shall not be answerable for
the default or misconduct of such agents if they shall have been selected
with reasonable care. The fees of such agents shall be reimbursable to the
Depositor from the Trust Fund, provided, however, that the amount of such
reimbursement in any year (i) shall reduce the amount payable to the
Depositor for such year with respect to the service in question and shall
not exceed the maximum amount payable to the Depositor for such service for
such year and (ii) if such agent is an affiliate of the Depositor, the
amount of the reimbursement, when combined with (a) all compensation
received by such agent from other series of the Fund or other unit
investment trusts sponsored by the Depositor or its affiliates and (b) the
amount payable to the Depositor from the Trust Fund and from other series
of the Fund or other unit investment trusts sponsored by the Depositor or
its affiliates in respect of the service in question, shall not exceed the
aggregate cost of such agent and the Depositor of providing such service.
The Trustee shall pay such reimbursement against the Depositor's invoice
therefor upon which the Trustee may rely as the Depositor's certification
that the amount claimed complies with the provisions of this paragraph.
(h) Section 4.01 shall be amended to read in its entirety as
follows:
Section 4.01. Evaluation of Securities. The Evaluator shall
determine separately and promptly furnish to the Trustee and the Depositor
upon request the value of each issue of Securities as of the Evaluation
Time as provided in the following manner:
(a) The Evaluator will prepare each evaluation for which market
quotations for the Securities are available by the use of outside services
normally used and contracted with for this purpose. If the Securities are listed
on a national securities exchange or The NASDAQ Stock Market, the evaluation
will be based on the last sale price on the exchange or system (if a Security
is listed on the New York Stock Exchange, the last sale price on that exchange
shall apply) or, if there is no sale price on the exchange or system, at the
closing bid price on the exchange or system. If such market quotations are not
available, the Evaluator shall determine the value of the Securities. Such
evaluation shall generally be based on the current bid prices on the over-the-
counter market (unless it is determined that these prices are inappropriate
as a basis for evaluation). If such prices are not available on the over-the-
counter market, the evaluation will generally be made by the Evaluator in good
faith (1) on the basis of the current bid prices for comparable securities, (2)
by the Evaluator's appraising the value of the Securities in good faith at the
bid side of the market or (3) by any combination thereof. For each evaluation,
the Evaluator shall also determine and furnish to the Trustee and the Depositor
the aggregate of (a) the value of all Securities on the basis of such evaluation
and (b) on the basis of the information furnished to the Evaluator by the
Trustee pursuant to Section 3.02, the amount of cash then held in the Capital
Account which was received by the Trustee after the Record Date preceding such
determination less any amounts held in the Capital Account for distribution to
Unitholders on a subsequent Distribution Date when a Record Date occurs four
business days or less after such determination. For the purposes of the
foregoing, the Evaluator may obtain current prices for the Securities from
investment dealers or brokers (including the Depositor) that customarily deal in
similar securities.
With respect to any Security not listed on a national exchange or The
NASDAQ Stock Market, or, with respect to a Security so listed but The Evaluator
deems the last reported sale price on the relevant exchange to be inappropriate
as a basis for valuation, upon the Evaluator's request, the Depositor shall,
from time to time, designate one or more evaluation services or other sources
of information on which the Evaluator shall be authorized conclusively to rely
in evaluating such Security, and the Evaluator shall have no liability for any
errors in the information so received. The cost thereof shall be an expense
reimbursable to the Evaluator from the Income and Capital Accounts.
(b) Notwithstanding Section 4.01(a), except in those cases in
which the Securities are listed on a national securities exchange or The NASDAQ
Stock Market and the closing sales prices are used and except for Trust Fund
Evaluations required by Section 5.02 in determining Redemption Price, during the
initial offering period, the evaluations of the Securities shall generally be
made in the manner described in Section 4.01(a) based on the closing ask prices
of the Securities rather than the closing bid prices.
(i) Section 5.01 shall be amended to read in its entirety as
follows:
Section 5.01. Trust Fund Evaluation. As of the Evaluation Time
next following any tender by a Unitholder for redemption and on any other
business day desired by it or as may be required hereunder, the Trustee shall as
to each Trust Fund:
Add
(1) cash on hand in the Trust Fund (other than cash held
especially for the purchase of Contract Securities) and moneys in the process of
being collected from declared dividends,
(2) the aggregate value of each issue of the Securities in the
Trust Fund (including Contract Securities) as determined by the Evaluator
pursuant to Section 4.01, and
(3) all other assets of the Trust;
Deduct
(1) amounts representing any applicable taxes, governmental
charges or other charges pursuant to Section 3.03 payable out of the Trust Fund
and for which no deductions shall have previously been made for the purpose of
addition to the Reserve Account,
(2) amounts representing estimated accrued fees and expenses of
the Trust Fund including but not limited to unpaid fees and expenses of the
Trustee (including legal and auditing expenses), the Evaluator, the Depositor
and counsel, and
(3) amounts representing unpaid accrued organizational and
offering costs, and
(4) cash allocated for distribution to Unitholders of the Trust
Fund of record as of the business day prior to the evaluation then being made.
The resulting figure is herein called a "Trust Fund Evaluation."
For purposes of determining the Trust Fund Evaluation under this Section 5.01,
the Trustee shall rely upon the amounts representing unpaid accrued
organizational and offering costs in the estimated amount per Unit set forth in
the Prospectus until such time as the Depositor notifies the Trustee in writing
of a revised estimated amount per Unit representing unpaid accrued
organizational and offering costs. Upon receipt of such notice, the Trustee
shall use this revised estimated amount per Unit representing unpaid accrued
organizational and offering costs in determining the Trust Fund Evaluation but
such revision of the estimated expenses shall not affect calculations made prior
thereto and no adjustment shall be made in respect thereof.
(j) Notwithstanding anything to the contrary contained in
Sections 3.04, 3.11, 3.13, 4.03 and 8.05, expenses of each Trust shall be paid
to the appropriate party on or about the 15th day of each month. Until the
Trustee is notified by the Depositor that the primary offering period has
terminated, the fees, where applicable, shall be accrued daily and based on the
number of Units outstanding on each day.
After the primary offering period has terminated, the fees, where applicable,
shall be based on the number of Units outstanding on the most recent prior
Record Date specified in the Prospectus.
(k) Section 8.01(i) shall be amended to read in its entirety as
follows:
(i) Notwithstanding any provisions of this Agreement to the
contrary, no payment to a Depositor or to any principal underwriter (as defined
in the Investment Company Act of 1940) for the Trust Fund or to any affiliated
person (as so defined) or agent of a Depositor or such underwriter shall be
allowed the Trustee as an 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.
(l) The following replaces the first two sentences of Section
8:05:
The Trustee shall receive at the times and in the manner set
forth in Section 3.04 as compensation for performing the usual, ordinary, normal
and recurring services under this Agreement during the preceding month an amount
equal to the amount specified as compensation for the Trustee in the Prospectus.
Such fee shall accrue daily and be computed on the basis of the largest number
of Units outstanding during the period with respect to which such compensation
is paid.
(m) All references to the "NASDAQ National Market System" herein
and in the Standard Terms and Conditions of Trust are replaced with "The NASDAQ
Stock Market."
-3-
<PAGE>
In Witness Whereof, John Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 28 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 /s/ Thomas C. Muntz
----------------------------
Authorized Officer
(Seal)
Attest:
By /s/ Karen L. Healy
-------------------------
Assistant Secretary
The Chase Manhattan Bank, Trustee
By /s/ Alfred Miller
----------------------------
Assistant Vice President
(Seal)
Attest:
By /s/ Robert E. Lisk
--------------------------
Assistant Treasurer
-4-
<PAGE>
Schedule A to the Trust Indenture and Agreement
Securities Initially Deposited
in
Nuveen Unit Trusts, SERIES 28
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trusts in the Prospectus.)
-5-
<PAGE>
Exhibit 3.1
January 15, 1999
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 28
-----------------------------
Gentlemen:
We have served as counsel for you, as depositor of Nuveen Unit Trusts,
Series 28 (hereinafter referred to as the "Fund"), in connection with the
issuance under the Trust Indenture and Agreement dated the date hereof between
John Nuveen & Co. Incorporated, as Depositor, and The Chase Manhattan Bank, as
Trustee, of Units of fractional undivided interest in the one or more Trusts of
said Fund (hereinafter referred to as the "Units").
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Indenture and Agreement and the
establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trusts of the Fund have been duly
authorized; and
2. The book entry positions and certificates evidencing the Units in the
Trusts of the Fund when duly established or duly executed and delivered by the
Depositor and the Trustee in accordance with the aforementioned Trust Indenture
and Agreement, will constitute valid and binding obligations of such Trust and
the Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-70129) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
Chapman and Cutler
EFF:ps
<PAGE>
Exhibit 3.2
January 15, 1999
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
The Chase Manhattan Bank
Nuveen Administration Department
4 New York Plaza, Third Floor
New York, New York 10004-2413
Re: Nuveen Unit Trusts, Series 28 consisting of:
Nuveen e-Commerce Sector Portfolio, January 1999; and Nuveen Utility
Sector Portfolio, January 1999.
------------------------------------------------------------------------
Gentlemen:
We have acted as counsel for John Nuveen & Co. Incorporated, as Sponsor and
Depositor of Nuveen Unit Trusts, Series 28 (the "Fund") consisting of Nuveen
e-Commerce Sector Portfolio, January 1999; and Nuveen Utility Sector Portfolio,
January 1999 (the "Trusts"), in connection with the issuance of Units of
fractional undivided interest in the Trusts, under a Trust Indenture and
Agreement dated January 15, 1999 (the "Indenture") between John Nuveen & Co.
Incorporated, as Depositor, and The Chase Manhattan Bank, as Trustee and
Evaluator.
In this connection, we have examined the Registration Statement, the form
of Prospectus proposed to be filed with the Securities and Exchange Commission,
the Indenture and such other instruments and documents we have deemed pertinent.
The opinions expressed herein assume that the Trusts will be administered, and
investments by the Trusts from proceeds of subsequent deposits, if any, will be
made, in accordance with the terms of the Indenture. The assets of the Trusts
will consist of a portfolio of equity securities (the "Securities") as set forth
in the Prospectus. For purposes of the following discussion and opinion, it is
assumed that each Security is equity for federal income tax purposes.
Based upon the foregoing and upon an investigation of such matters of law
as we consider to be applicable, we are of the opinion that, under existing
federal income tax law:
I. Each Trust is not an association taxable as a corporation for Federal
income tax purposes but will be governed by the provisions of subchapter J
(relating to trusts) of Chapter 1, Internal Revenue Code of 1986 (the "Code");
each Unitholder will be treated as the owner of a pro rata portion of each of
the assets of the Trust, in the proportion that the
<PAGE>
number of Units held by him bears to the total number of Units outstanding;
under Subpart E, Subchapter J of Chapter 1 of the Code, income of the Trust will
be treated as income of the Unitholders in the proportion described above; and
an item of Trust income will have the same character in the hands of a
Unitholder as it would have in the hands of the Trustee. 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. A Unitholder's
pro rata portion of distributions of cash or property by a corporation with
respect to a Security ("dividends" as defined by Section 316 of the Code), is
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits." A Unitholder's pro rata portion of dividends
paid on such Security which exceeds such current and accumulated earnings and
profits will first reduce a Unitholder's tax basis in such Security, and to the
extent that such dividends exceed a Unitholder's tax basis in such Security,
shall be treated as gain from the sale or exchange of property.
II. The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Security held by
the Trust (in proportion to the fair market values thereof on the valuation date
closest to the date the Unitholder purchases his Units), in order to determine
his tax basis for his pro rata portion of each Security held by a Trust.
III. Gain or loss will be recognized to a Unitholder (subject to various
nonrecognition provisions under the Code) upon redemption or sale of his Units,
except to the extent an in kind distribution of securities are received by such
Unitholder from a Trust as discussed below. Such gain or loss is measured by
comparing the proceeds of such redemption or sale with the adjusted basis of his
Units. Before adjustment, such basis would normally be cost if the Unitholder
had acquired his Units by purchase. Such basis will be reduced, but not below
zero, by the Unitholder's pro rata portion of dividends with respect to each
Security which is not taxable as ordinary income.
IV. If the Trustee disposes of a Trust asset (whether by sale, taxable
exchange, liquidation, redemption, payment on maturity or otherwise) gain or
loss will be recognized to the Unitholder (subject to various nonrecognition
provisions under the Code) and the amount thereof will be measured by comparing
the Unitholder's aliquot share of the total proceeds from the transaction with
his basis for his fractional interest in the asset disposed of. Such basis is
ascertained by apportioning the tax basis for his Units (as of the date on which
his Units were acquired) among each of the Trust's assets (as of the date on
which his Units were acquired) ratably according to their values as of the
valuation date nearest the date on which he purchased such Units. A Unitholder's
basis in his Units and of his fractional interest in each Trust asset must be
reduced, but not below zero, by the Unitholder's pro rata portion of dividends
with respect to each Security which are not taxable as ordinary income.
<PAGE>
V. Under the Indenture, under certain circumstances, a Unitholder tendering
Units for redemption may request an in kind distribution of Securities upon the
redemption of Units or upon the termination of a Trust. As previously discussed,
prior to the redemption of Units or the termination of a Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust's assets. The
receipt of an in kind distribution will result in a Unitholder receiving an
undivided interest in whole shares of stock and possibly cash. The potential
federal income tax consequences which may occur under an in kind distribution
with respect to each Security owned by the Trust will depend upon whether or not
a Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion of the Securities held by
the Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security held by the Trust, such Unitholder will generally
recognize gain or loss based upon the difference between the amount of cash
received by the Unitholder and his tax basis in such fractional share of a
Security held by the Trust. The total amount of taxable gains (or losses)
recognized upon such redemption will generally equal the sum of the gain (or
loss) recognized under the rules described above by the redeeming Unitholder
with respect to each Security owned by the Trust.
A domestic corporation owning Units in a Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by the Trust
(to the extent such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations), subject to the
limitations imposed by Sections 246 and 246A of the Code.
To the extent dividends received by a Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.
Section 67 of the Code provides that certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will 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 some or all of the expenses of a Trust as miscellaneous
itemized deductions subject to this limitation.
A Unitholder will recognize taxable gain (or loss) when all or part of the
pro rata interest in a Security is either sold by a Trust or redeemed or when a
Unitholder disposes of his Units in a taxable transaction, in each case for an
amount greater (or less) than his tax basis therefor subject to various non-
recognition provisions of the Code.
It should be noted that payments to a Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unit holders should consult their tax advisers regarding the potential
tax consequences relating to the payment of any such withholding taxes by a
Trust. Any dividends withheld as a result thereof will nevertheless be treated
as income to the Unit holders. Because under the grantor trust rules, an
investor is deemed to have paid directly his share of foreign taxes that have
been paid or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect to such taxes. A
required holding period is imposed for such credits.
<PAGE>
Any gain or loss recognized on a sale or exchange will, under current law,
generally be capital gain or loss.
The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-70129) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
Chapman and Cutler
EFF:ps
<PAGE>
[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.3
January 15, 1999
Nuveen Unit Trusts, Series 28
c/o The Chase Manhattan Bank,
as Trustee
4 New York Plaza, 3rd Floor
New York, New York 10004
Re: Nuveen Unit Trusts, Series 28
Nuveen e-Commerce Sector Portfolio, January 1999;
Nuveen Utility Sector Portfolio, January 1999
----------------------------------------------
Dear Sirs:
We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trusts, Series 28, Nuveen e-Commerce Sector Portfolio, January 1999;
and Nuveen Utility Sector Portfolio, January 1999 (each, a "Trust Fund"), which
will be established under a Standard Terms and Conditions of Trust for Nuveen
Unit Trusts Series 4 and certain subsequent Series dated May 29, 1997 and a
related Trust Indenture and Agreement dated today's date (such Standard Terms
and Conditions of Trust and related Trust Indenture and Agreement are referred
to collectively as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and The Chase Manhattan Bank, as
Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of
fractional undivided interest in the Trust Fund will be issued (the "Units"),
which Units may, in accordance with the Indenture, be represented by a
certificate or certificates (the "Certificates").
We have examined and are familiar with originals or certified copies, or
copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today and addressed to
the Trustee, of Chapman and Cutler, counsel for the Depositor, with respect to
the matters of law set forth therein.
Based upon the foregoing, we are of the opinion that:
<PAGE>
1. Each Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.
2. Under the income tax laws of the State and City of New York, the
income of each Trust Fund will be considered the income of the holders of
the Units.
3. By reason of the exemption contained in paragraph (a) of
Subdivision 8 of Section 270 of the New York Tax Law, no New York State
stock transfer tax will be payable in respect of any transfer of the
Certificates.
We consent to the filing of this opinion as an exhibit to the Registration
Statement (No. 333-70129) filed with the Securities and Exchange Commission with
respect to the registration of the sale of the Units and to the references to
our name under the captions "Tax Status" and "Legal Opinion" in such
Registration Statement and the preliminary prospectus included therein.
Very truly yours,
CARTER, LEDYARD & MILBURN
-2-
<PAGE>
[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.4
January 15, 1999
The Chase Manhattan Bank,
as Trustee of Nuveen Unit Trusts, Series 28
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. Steven B. Wolinsky
Senior Vice President
Re: Nuveen Unit Trusts, Series 28
Nuveen e-Commerce Sector Portfolio, January 1999;
Nuveen Utility Sector Portfolio, January 1999
------------------------------------------
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust for Nuveen Unit Trusts Series 4 and certain subsequent Series dated May
29, 1997 and a related Trust Indenture and Agreement dated today's date (such
Standard Terms and Conditions of Trust and related Trust Indenture and Agreement
are collectively referred to as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trusts, Series 28, Nuveen e-Commerce
Sector Portfolio, January 1999; and Nuveen Utility Sector Portfolio, January
1999 (each a "Trust Fund"), and the confirmation by Chase, as Trustee under the
Indenture, that it has caused to be credited to the Depositor's account at The
Depository Trust Company a number of units constituting the entire interest in
each Trust Fund (such aggregate units being herein called "Units") each of which
represents an undivided interest in each Trust Fund, which consists of common
stocks (including confirmations of contracts for the purchase of certain stock
not yet delivered and cash, cash equivalents or an irrevocable letter of credit
in the amount required for such purchase upon the receipt of such stock), such
stocks being defined in the Indenture as Securities and referenced in the
schedules to the Indenture.
<PAGE>
We have examined the Indenture, the Closing Memorandum executed and
delivered today by the Depositor and the Trustee (the "Closing Memorandum"), the
form of certificate for the Units included in the Indenture and a specimen of
the certificates to be issued thereunder (the "Certificates") and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation having the
powers of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.
3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration books of
each Trust Fund the ownership of the Units by The Depository Trust Company,
where it has caused the Units to be credited to the account of the
Depositor. Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the Securities
and Exchange Commission under the Securities Act of 1933, the Trustee may
cause the Units to be transferred on the registration books of each Trust
Fund to such other names, and in such denominations, as the Depositor may
order, and may deliver Certificates evidencing such ownership as provided
in the Closing Memorandum.
5. Chase, as Trustee, may lawfully advance amounts to each Trust Fund
and may be reimbursed, without interest, for any such advances from funds
in the income and capital accounts, as provided in the Indenture.
In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
<PAGE>
[On Letterhead of The Chase Manhattan Bank]
Exhibit 4.2
January 15, 1999
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 28 consisting of:
Nuveen e-Commerce Sector Portfolio, January 1999;
Nuveen Utility Sector Portfolio, January 1999
---------------------------------------
Dear Sirs:
The Chase Manhattan Bank is acting as Evaluator for the series of Nuveen
Unit Trust set forth above (the "Trust"). We enclose a list of the Securities to
be deposited in the Trusts on the date hereof. The prices indicated therein
reflect our evaluation of such Securities as of close of business on January 14,
1999 in accordance with the valuation method set forth in the Standard Terms and
Conditions of Trust for Nuveen Unit Trust Series 4 and subsequent. We consent to
the reference to The Chase Manhattan Bank as the party performing the
evaluations of the Trust Securities in the Registration Statement (No. 333-
70129) filed with the Securities and Exchange Commission with respect to the
registration of the sale of the Trust Units and to the filing of this consent as
an exhibit thereto.
Very truly yours,
/s/ Robert E. Lisk
Assistant Treasurer
EFF:ps
<PAGE>
Exhibit 4.4
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.
Arthur Andersen LLP
Chicago, Illinois
January 15, 1999
<PAGE>
Memorandum
Nuveen Unit Trusts, Series 28
File No. 333-70129
The Prospectus and the Indenture filed with Amendment No. 2 of the
Registration Statement on Form S-6 have been revised to reflect information
regarding the deposit of securities on January 15, 1999 and to set forth certain
data based thereon. In addition, there are a number of other changes from the
Prospectus as originally filed to which reference is made, including the change
in the size of the Fund, a corresponding change in the number of Units and a
change in the trust constituting the Fund.
An effort has been made to set forth below certain of the changes and also
to reflect all changes by marking the Prospectus submitted with the Amendment.
Form S-6
Facing Sheet. The file number, effective date and 487 election is now
provided.
The Prospectus
Part A - Page 1. The date of the prospectus and the date of Part B of the
Prospectus has been updated.
Part A - Pages 2-3. The "Trust Summary and Financial Highlight" section,
including applicable footnotes, has been updated.
Part A - Pages 4-9. The securities selected for the Trusts,
descriptions of the issuers and Schedules of Investments have been updated.
Part A - Page 11. The period over which the deferred sales charge will be
collected has been updated.
Part A - Page 13. The footnotes to the portfolios have been updated.
Part A - Page 14. The Statements of Condition and the related footnotes
have been updated.
Part A - Page 15. The Report of Independent Public Accountants has been
updated.
Page B - Page 1. The date of Part B of the Prospectus has been
updated.
Page B - Pages 8-12. The "Tax Status" section has been updated.
Page B - Back Cover. The date of Part B of the Prospectus has been
updated.
Information Supplement. The date of the supplement and the series
number have been updated.
Chapman and Cutler
Chicago, Illinois
January 15, 1999
