<PAGE>
1940 Act File No. 811-08103
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1 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 70
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 public offering: November 10, 1999.
- ----
: : Check box if it is proposed that this filing will become effective on
- ---- (date) at (time) pursuant to Rule 487.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
<PAGE>
Preliminary Prospectus
Dated November 3, 1999
Subject to Completion
[NUVEEN LOGO]
Defined Portfolios
Nuveen Unit Trusts, Series 70
Nuveen Two-Year Sector Portfolios
Nuveen Bandwidth Two-Year Sector Portfolio, November 1999
Nuveen e-Commerce Two-Year Sector Portfolio, November 1999
Nuveen Internet Two-Year Sector Portfolio, November 1999
Nuveen Wireless Two-Year Sector Portfolio, November 1999
Nuveen Five-Year Sector Portfolios
Nuveen Bandwidth Five-Year Sector Portfolio, November 1999
Nuveen e-Commerce Five-Year Sector Portfolio, November 1999
Nuveen Internet Five-Year Sector Portfolio, November 1999
Nuveen Wireless Five-Year Sector Portfolio, November 1999
Prospectus Part A dated November , 1999
.Portfolios Seek Capital Appreciation
.Reinvestment Option
.Letter of Intent Available
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.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the Secu-
rities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
SCT2-05-99-P
<PAGE>
Nuveen Unit Trusts, Series 70
CUSIP Nos:
Dividend in cash
ReinvestedWrap
Nuveen Bandwidth Two-Year Sector Portfolio, November 1999
Nuveen e-Commerce Two-Year Sector Portfolio, November 1999
Nuveen Internet Two-Year Sector Portfolio, November 1999
Nuveen Wireless Two-Year Sector Portfolio, November 1999
Nuveen Bandwidth Five-Year Sector Portfolio, November 1999
Nuveen e-Commerce Five-Year Sector Portfolio, November 1999
Nuveen Internet Five-Year Sector Portfolio, November 1999
Nuveen Wireless Five-Year Sector Portfolio, November 1999
Overview
Nuveen Unit Trusts, Series 70 in-
cludes the separate unit investment
trusts listed above. Each Portfolio
seeks to provide capital appreciation
by investing in the securities of
companies in its industry sector.
Contents
2Overview
NUVEEN BANDWIDTH TWO-YEAR SECTOR
3PORTFOLIO, NOVEMBER 1999
3Risk/Return Summary
6Schedule of Investments
7Securities Descriptions
9NUVEEN E-COMMERCE TWO-YEAR SECTOR
PORTFOLIO, NOVEMBER 1999
9Risk/Return Summary
12Schedule of Investments
13Securities Descriptions
16NUVEEN INTERNET TWO-YEAR SECTOR
PORTFOLIO, NOVEMBER 1999
16Risk/Return Summary
19Schedule of Investments
20Securities Descriptions
22NUVEEN WIRELESS TWO-YEAR SECTOR
PORTFOLIO, NOVEMBER 1999
Risk/Return Summary Schedule of
Investments Securities
Descriptions
28NUVEEN BANDWIDTH FIVE-YEAR SECTOR
PORTFOLIO, NOVEMBER 1999
Risk/Return Summary Schedule of
Investments Securities
Descriptions
34NUVEEN E-COMMERCE FIVE-YEAR SECTOR
PORTFOLIO, NOVEMBER 1999
Risk/Return Summary Schedule of
Investments Securities
Descriptions
41NUVEEN INTERNET FIVE-YEAR SECTOR
PORTFOLIO, NOVEMBER 1999
Risk/Return Summary Schedule of
Investments Securities
Descriptions
47NUVEEN WIRELESS FIVE-YEAR SECTOR
PORTFOLIO, NOVEMBER 1999
Risk/Return Summary Schedule of
Investments Securities
Descriptions
22How to Buy and Sell Units
22Investing in the Portfolios
22Sales or Redemptions
22Risk Factors
24Distributions
24Income Distributions
24Capital Distributions
24General Information
24Termination
24The Sponsor
24Portfolio Selection
25Optional Features
25Rollover Trusts
25Letter of Intent
25Reinvestment
25Nuveen Mutual Funds
26
Notes to Portfolios
27
Statements of Condition
28
Report of Independent Public
Accountants
For the Table of Contents of Part
B, see Part B of the Prospectus.
- ---------
2
Units are not deposits or obligations of, or guaranteed by any bank. Units are
not FDIC insured and involve investment risk, including the possible loss of
principal.
<PAGE>
Nuveen Bandwidth Two-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of communications/bandwidth companies.
The Portfolio is diversified across the communications/band-width industry in-
cluding wireless telecommunication, wireline telecommunication and communica-
tions equipment.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the communications/bandwidth
sector;
. analyzes which subsectors may benefit from the predicted growth of communi-
cations/ bandwidth companies; and
. selects companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The Sponsor believes that recent technological innovations and other industry
developments have combined to sustain demand and promote growth in the
communications/bandwidth sector, including the areas of cable, wireless, fiber
optics and telephone technology. Opportunities for communications/bandwidth
companies have increased greatly in recent years.
Many communications networks, including wireless, wireline and the Internet,
require bandwidth to transmit information from place to place. Bandwidth is
the data carrying capacity of a network. Recent increases in Internet traffic
have caused the demand for bandwidth to exceed current supply. New bandwidth
technologies are currently being developed in order to boost the capacity of
Internet providers and satisfy this growing demand.
Increased demand in the wireless segment of the communications sector has also
fostered growth in the bandwidth industry. Current technological advances,
such as PCS technology, that allow a single device to provide numerous data
and voice services have reduced equipment requirements. In addition, deregula-
tion has helped to fuel innovation and reduce costs. The Sponsor believes that
cheaper, more convenient wireless communications will better penetrate the
consumer marketplace and increase demand for these services.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the commu-nications/bandwidth industry. Ad-
verse developments in this industry may affect the value of your Units. Com-
panies involved in this industry must contend with rapid changes in technol-
ogy, intense competition and the rapid obsolescence of products and servic-
es.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
---
3
<PAGE>
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own communications/ bandwidth stocks in one convenient
package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent
of Public Amount per
Offering $1,000
Price Invested(1)
--------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge(2)................................... 1.00% $10.00
1st Year Deferred Sales Charge(3)......................... 1.75% $17.50
2nd Year Deferred Sales Charge(3)......................... 1.75% $17.50
----- ------
Total Maximum Sales Charge................................ 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate
Amount per Unit % of Public
(based on $10 Offering
Unit) Price(1)
--------------- -----------
<S> <C> <C>
Trustee's Fee....................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................... $0.00350 0.035%
Bookkeeping and Administrative Fees................. $0.00250 0.025%
Evaluator's Fee..................................... $0.00300 0.030%
Other Operating Expenses(4)......................... $0.00175 0.0175%
-------- -------
Total............................................... $0.02025 0.2025%
Maximum Organization Costs(5)....................... $ 0.0225 0.225%
</TABLE>
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum annual deferred sales charge is a fixed dollar amount of
$0.175 per Unit. The percentage provided is based on a $10 Unit as of the
Initial Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The annual de-
ferred sales charges are $0.175 per Unit and are deducted monthly in install-
ments of $0.0350 per Unit on the last business day of the month from
through and through
.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
First Second
Year Year Total
Upfront Deferred Deferred Maximum
Sales Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge Charge
- ---------------------------------------- --------- -------- -------- -------
<S> <C> <C> <C> <C>
Less than 5,000......................... 1.00% $0.175 $0.175 4.50%
5,000 to 9,999.......................... 0.75% $0.175 $0.175 4.25%
10,000 to 24,999........................ 0.50% $0.175 $0.175 4.00%
25,000 to 49,999........................ 0.25% $0.175 $0.175 3.75%
50,000 to 99,999........................ 0.00% $0.175 $0.175 3.50%
100,000 or more......................... 0.00% $0.175(3) $0.175(3) 2.75%
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra Units
at the time of purchase.
---
4
<PAGE>
The maximum sales charge on reinvested dividends is $0.35 per Unit. The sec-
ondary market sales charges for the Portfolio are the same as primary market
charges provided above.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------- ------- --------- ---------
$ $ $ $
</TABLE>
While the Portfolio has a term of approximately 24 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 2.2% for primary and secondary mar-
ket non-break-point purchases of Units to dealer firms in connection with the
sales of Units in a given transaction. For primary market purchase, dealers
receive an additional concession of $0.12 per Unit for Units held on or after
the Second Year Commencement Date, , 2000. For secondary market pur-
chases, to receive the additional $0.12 per Unit concession, the Units must be
sold prior to the Second Year Commencement Date and held on or after that
date.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases. Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
Additional Approximate
Concession Total %
for Units Discount per
held on or Unit for
after Units held
Second Year on or after
% Commencement Second Year
Discount Date per Commencement
Number of Units(1) per Unit Unit Date(2)
- --------------------------------------------- -------- ------------ ------------
<S> <C> <C> <C>
Less than 5,000.............................. 2.20% $0.12 3.40%
5,000 to 9,999............................... 2.00 0.12 3.20
10,000 to 24,999............................. 1.75 0.12 2.95
25,000 to 49,999............................. 1.50 0.12 2.70
50,000 to 99,999............................. 1.25 0.12 2.45
100,000 or more.............................. 0.50 0.12 1.70
Rollover Purchases (per Unit)................ $0.12 0.12 2.40
Wrap Account Purchases....................... 0.00 0.00 0.00
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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
concession per Unit.
(2) The Approximate Total Discount percentages are based on the Unit price on
the Initial Date of Deposit. The percentage amount will vary as the Unit price
varies.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concession and volume incentives.
---
5
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen Bandwidth Two-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AT&T Corp. T % $ $
ALLTEL Corporation AT
Level 3 Communications, Inc. LVLT
MCI WorldCom, Inc. WCOM
Global Crossing Ltd. GBLX
Qwest Communications International Inc. QWST
ADC Telecommunications, Inc. ADCT
BCE Inc. BCE
Cisco Systems, Inc. CSCO
Comverse Technology, Inc. CMVT
Copper Mountain Networks, Inc. CMTN
Lucent Technologies Inc. LU
Motorola, Inc. MOT
Nokia Corp. ADR NOK
Nortel Networks Corporation NT
QUALCOMM Incorporated QCOM
Tellabs, Inc. TLAB
Nextel Communications, Inc. NXTL
CommScope, Inc. CTV
United States Cellular Corporation USM
Corning Incorporated GLW
Efficient Networks, Inc. EFNT
L-3 Communications Holdings, Inc. LLL
JDS Uniphase Corporation JDSU
Telefonaktiebolaget LM Ericsson, ADR ERICY
----- ------ ---------
100.00% $
===== ====== =========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
6
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
[To Come]
---
7
<PAGE>
---
8
<PAGE>
Nuveen e-Commerce Two-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of e-Commerce companies. The Portfolio is
diversified across the electronic commerce sector, including web-based retail-
ers, Internet portal companies, e-Commerce solution companies, established re-
tailers seeking to develop a strong web presence and security and transac-
tional services firms.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the e-Commerce sector;
. analyzes which subsectors may benefit from the predicted growth of both the
Internet and the rise of e-Commerce; and
. selects companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. According to Michael Putnam of Forrester Research, 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 ex-
pected to move to the Internet. Forrester Research predicts 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 Depart-
ment 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 cur-
rent penetration 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
fingerprints" have increased the safety of Internet commerce and are ex-
pected 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.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform
---
9
<PAGE>
as well as you hope. These things can happen for various reasons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the electronic commerce industry. Adverse
developments in this industry may affect the value of your Units. Companies
involved in this industry must contend with rapid changes in technology, in-
tense worldwide competition and the rapid obsolescence of products and serv-
ices.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own e-Commerce stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
.You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent
of Public Amount per
Offering $1,000
Price Invested(1)
--------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge(2)................................... 1.00% $10.00
1st Year Deferred Sales Charge(3)......................... 1.75% $17.50
2nd Year Deferred Sales Charge(3)......................... 1.75% $17.50
----- ------
Total Maximum Sales Charge................................ 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate
Amount per Unit % of Public
(based on $10 Offering
Unit) Price(1)
--------------- -----------
<S> <C> <C>
Trustee's Fee....................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................... $0.00350 0.035%
Bookkeeping and Administrative Fees................. $0.00250 0.025%
Evaluator's Fee..................................... $0.00300 0.030%
Other Operating Expenses(4)......................... $0.00175 0.0175%
-------- -------
Total............................................... $0.02025 0.2025%
Maximum Organization Costs(5)....................... $ 0.0225 0.225%
</TABLE>
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum annual deferred sales charge is a fixed dollar amount of
$0.175 per Unit. The percentage provided is based on a $10 Unit as of the
Initial Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The annual de-
ferred sales charges are $0.175 per Unit and are deducted monthly in install-
ments of $0.0350 per Unit on the last business day of the month from
through and through .
---
10
<PAGE>
The maximum per Unit sales charges are reduced as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
First Second
Year Year Total
Upfront Deferred Deferred Maximum
Sales Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge Charge
- ---------------------------------------- --------- -------- -------- -------
<S> <C> <C> <C> <C>
Less than 5,000......................... 1.00% $0.175 $0.175 4.50%
5,000 to 9,999.......................... 0.75% $0.175 $0.175 4.25%
10,000 to 24,999........................ 0.50% $0.175 $0.175 4.00%
25,000 to 49,999........................ 0.25% $0.175 $0.175 3.75%
50,000 to 99,999........................ 0.00% $0.175 $0.175 3.50%
100,000 or more......................... 0.00% $0.175(3) $0.175(3) 2.75%
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra Units
at the time of purchase.
The maximum sales charge on reinvested dividends is $0.35 per Unit. The sec-
ondary market sales charges for the Portfolio are the same as primary market
charges provided above.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<S> <C> <C> <C>
1 Years 3 Years 5 Years 10 Years
------- ------- ------- --------
$ $ $ $
</TABLE>
While the Portfolio has a term of approximately 24 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 2.2% for primary and secondary mar-
ket non-break-point purchases of Units to dealer firms in connection with the
sales of Units in a given transaction. For primary market purchase, dealers
receive an additional concession of $0.12 per Unit for Units held on or after
the Second Year Commencement Date. For secondary market purchases, to receive
the additional $0.12 per Unit concession, the Units must be sold prior to the
Second Year Commencement Date and held on or after that date.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases. Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
Additional Approximate
Concession Total %
for Units Discount per
held on or Unit for
after Second Units held
Year on or after
% Commencement Second Year
Discount Date per Commencement
Number of Units(1) per Unit Unit Date(2)
- --------------------------------------------- -------- ------------ ------------
<S> <C> <C> <C>
Less than 5,000.............................. 2.20% $0.12 3.40%
5,000 to 9,999............................... 2.00 0.12 3.20
10,000 to 24,999............................. 1.75 0.12 2.95
25,000 to 49,999............................. 1.50 0.12 2.70
50,000 to 99,999............................. 1.25 0.12 2.45
100,000 or more.............................. 0.50 0.12 1.70
Rollover Purchases (per Unit)................ $0.12 0.12 2.40
Wrap Account Purchases....................... 0.00 0.00 0.00
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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
concession per Unit.
(2) The Approximate Total Discount percentages are based on the Unit price on
the Initial Date of Deposit. The percentage amount will vary as the Unit price
varies.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concession and volume incentives.
---
11
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen e-Commerce Two-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
America Online, Inc. AOL % $ $
Amazon.com, Inc. AMZN %
At Home Corporation ATHM %
AXENT Technologies, Inc. AXNT %
BroadVision, Inc. BVSN %
Cisco Systems, Inc. CSCO %
Concord EFS, Inc. CEFT %
DoubleClick, Inc. DCLK %
eBay Inc. EBAY %
First Data Corporation FDC %
FDX Corporation FDX %
Gateway, Inc. GTW %
Intuit Inc. INTU %
Lands' End, Inc. LE %
NOVA Corporation NIS %
Oracle Corporation ORCL %
Priceline.com Incorporated PCLN %
RSA Security, Inc. RSAS %
The Charles Schwab Corporation SCH %
Sterling Commerce, Inc. SE %
Wal-Mart Stores, Inc. WMT %
Williams-Sonoma, Inc. WSM %
Yahoo! Inc. YHOO %
Sotheby's Holdings, Inc. BID %
VerticalNet, Inc. VERT %
------ ------ --------
100.00% $
====== ====== ========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
12
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
TO COME
---
13
<PAGE>
---
14
<PAGE>
---
15
<PAGE>
Nuveen Internet Two-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of Internet companies. The Portfolio is
diversified across many Internet products and services industries including
browser software, hardware, networking equipment, service provider and network
security.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the Internet sector;
. analyzes which subsectors may benefit from the predicted growth of Internet
companies; and
. selects representative companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. The Sponsor believes that recent industry trends have stimulated
both growth and demand. The number of users of the Internet has grown exponen-
tially. Recent rapid growth in the personal computer industry has increased
Internet growth potential through an expanded universe of users as personal
computers are the most prevalent gateway to the Internet. Despite the in-
creased popularity of the Internet, only 18% of U.S. households and 132 coun-
tries worldwide were accessing the Internet at the end of 1997. The Sponsor
believes that this low rate of penetration indicates great potential for
Internet growth.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the Internet industry. Adverse developments
in this industry may affect the value of your Units. Companies involved in
the Internet industry must contend with rapid changes in technology, intense
worldwide competition and the rapid obsolescence of products and services.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own Internet stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
---
16
<PAGE>
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent
of
Public Amount per
Offering $1,000
Price Invested(1)
-------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge (2)................................... 1.00% $10.00
1st Year Deferred Sales Charge(3).......................... 1.75% $17.50
2nd Year Deferred Sales Charge(3).......................... 1.75% $17.50
----- ------
Total Maximum Sales Charge................................. 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate
% of
Amount per Unit Public
(based on a $10 Offering
Unit) Price(1)
--------------- -----------
<S> <C> <C>
Trustee's Fee....................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................... $0.00350 0.035%
Bookkeeping and Administrative Fees................. $0.00250 0.025%
Evaluator's Fee..................................... $0.00300 0.030%
Other Operating Expenses(4)......................... $0.00175 0.0175%
-------- ------
Total............................................... $0.02025 0.2025%
Maximum Organization Costs(5)....................... $ 0.0225 0.225%
</TABLE>
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum annual deferred sales charge is a fixed dollar amount of
$0.175 per Unit. The percentage provided is based on a $10 Unit as of the
Initial Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The annual de-
ferred sales charges are $0.175 per Unit and are deducted monthly in install-
ments of $0.0350 per Unit on the last business day of the month from April 28,
2000 through August 31, 2000.
The maximum per Unit sales charges are reduced as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
First Second
Year Year Total
Upfront Deferred Deferred Maximum
Sales Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge Charge
- ---------------------------------------- --------- -------- -------- -------
<S> <C> <C> <C> <C>
Less than 5,000......................... 1.00% $0.175 $0.175 4.50%
5,000 to 9,999.......................... 0.75% $0.175 $0.175 4.25%
10,000 to 24,999........................ 0.50% $0.175 $0.175 4.00%
25,000 to 49,999........................ 0.25% $0.175 $0.175 3.75%
50,000 to 99,999........................ 0.00% $0.175 $0.175 3.50%
100,000 or more......................... 0.00% $0.175(3) $0.175(3) 2.75%
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra Units
at the time of purchase.
The maximum sales charge on reinvested dividends is $0.35 per Unit. The sec-
ondary market sales charges for the Portfolio are the same as primary market
charges provided above.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges.
---
17
<PAGE>
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------- -------- ---------- ---------
$ $ $ $
</TABLE>
While the Portfolio has a term of approximately 24 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 2.2% for primary and secondary mar-
ket non-break-point purchases of Units to dealer firms in connection with the
sales of Units in a given transaction. For primary market purchase, dealers
receive an additional concession of $0.12 per Unit for Units held on or after
the Second Year Commencement Date. For secondary market purchases, to receive
the additional $0.12 per Unit concession, the Units must be sold prior to the
Second Year Commencement Date and held on or after that date.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases. Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
Additional Approximate
Concession Total %
for Units Discount per
held on or Unit for
after Units held
Second Year on or after
% Commencement Second Year
Discount Date per Commencement
Number of Units(1) per Unit Unit Date(2)
- --------------------------------------------- -------- ------------ ------------
<S> <C> <C> <C>
Less than 5,000.............................. 2.20% $0.12 3.40%
5,000 to 9,999............................... 2.00 0.12 3.20
10,000 to 24,999............................. 1.75 0.12 2.95
25,000 to 49,999............................. 1.50 0.12 2.70
50,000 to 99,999............................. 1.25 0.12 2.45
100,000 or more.............................. 0.50 0.12 1.70
Rollover Purchases (per Unit)............... $0.12 0.12 2.40
Wrap Account Purchases....................... 0.00 0.00 0.00
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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
concession per Unit.
(2) The Approximate Total Discount percentages are based on the Unit price on
the Initial Date of Deposit. The percentage amount will vary as the Unit price
varies.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concession and volume incentives.
---
18
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen Internet Two-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- --------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
Adobe Systems Incorporated ADBE % $ $
America Online, Inc. AOL %
Cisco Systems, Inc. CSCO %
CMGI, Inc. CMGI %
DoubleClick, Inc. DCLK %
EMC Corporation EMC %
Exodus Communications Inc. EXDS %
Gateway, Inc. GTW %
Intel Corporation INTC %
International Business Machines Corporation IBM %
Juniper Networks, Inc. JNPR %
Liberate Technologies LBRT %
Lucent Technologies Inc. LU %
Macromedia, Inc. MACR %
MCI WorldCom, Inc. WCOM %
Microsoft Corporation MSFT %
Motorola, Inc. MOT %
Network Solutions, Inc. NSOL %
Nortel Networks Corporation NT %
Oracle Corporation ORCL %
Qwest Communications International Inc. QWST %
RealNetworks, Inc. RNWK %
Scientific-Atlanta, Inc. SFA %
Sun Microsystems, Inc. SUNW %
Yahoo! Inc. YHOO %
----- ------ --------
100.00% $
===== ====== ========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
19
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
TO COME
---
20
<PAGE>
---
21
<PAGE>
Nuveen Wireless Two-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of wireless communications companies. The
Portfolio is diversified across the wireless communications industry including
cellular telecommunication, wireless equipment, and telecommunications equip-
ment.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the wireless communications
sector;
. analyzes which subsectors may benefit from the predicted growth of wireless
commu-nications companies; and
. selects companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
Wireless communications systems provide anytime, anywhere communications
through low energy radio waves, local antennas and satellite systems. There
are currently 70 million wireless subscribers in the United States alone, rep-
resenting approximately 27% of our population. Industry analysts predict
global wireless users could exceed 300 million by the end of 1999.
Several developments have combined to fuel growth in this sector.
Expanded Mobile Capabilities
No longer just a way to call home from the grocery store, wireless communica-
tions can now offer mobile data service options such as e-mail, Internet ac-
cess, alphanumeric paging and radio networking--all geared toward offering
users instant access from nearly anywhere in the world.
Internet Drives Demand
"Network demand will jump over the next few years in part because wireless and
handheld devices that access the Internet are seen gaining in popularity. Af-
ter 100 years of boring business, this is the golden age of communications."
- --John Sidgmore, Global Communications Vice Chairman, MCI WorldCom (CBS
MarketWatch 9/28/99)
Improved Handsets and Services
New, more affordable digital telephones feature all of the conveniences of
home telephones--such as three-way calling, caller ID, voice mail, call wait-
ing and speed dialing. One-rate pricing coupled with falling costs per minute
could continue to spur the popularity of wireless communications services.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the wireless communications industry. Ad-
verse developments in this industry may affect the value of
---
22
<PAGE>
your Units. Companies involved in this industry must contend with rapid
changes in technology, intense competition and the rapid obsolescence of
products and services.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own wireless communications stocks in one convenient
package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent
of
Public Amount per
Offering $1,000
Price Invested(1)
-------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge (2)................................... 1.00% $10.00
1st Year Deferred Sales Charge(3).......................... 1.75% $17.50
2nd Year Deferred Sales Charge(3).......................... 1.75% $17.50
----- ------
Total Maximum Sales Charge................................. 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate
% of
Amount per Unit Public
(based on a $10 Offering
Unit) Price(1)
--------------- -----------
<S> <C> <C>
Trustee's Fee....................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................... $0.00350 0.035%
Bookkeeping and Administrative Fees................. $0.00250 0.025%
Evaluator's Fee..................................... $0.00300 0.030%
Other Operating Expenses(4)......................... $0.00175 0.0175%
-------- ------
Total............................................... $0.02025 0.2025%
Maximum Organization Costs(5)....................... $ 0.0225 0.225%
</TABLE>
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum annual deferred sales charge is a fixed dollar amount of
$0.175 per Unit. The percentage provided is based on a $10 Unit as of the
Initial Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The annual de-
ferred sales charges are $0.175 per Unit and are deducted monthly in install-
ments of $0.0350 per Unit on the last business day of the month from April 28,
2000 through August 31, 2000.
---
23
<PAGE>
The maximum per Unit sales charges are reduced as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
First Second
Year Year Total
Upfront Deferred Deferred Maximum
Sales Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge Charge
- ---------------------------------------- --------- -------- -------- -------
<S> <C> <C> <C> <C>
Less than 5,000......................... 1.00% $0.175 $0.175 4.50%
5,000 to 9,999.......................... 0.75% $0.175 $0.175 4.25%
10,000 to 24,999........................ 0.50% $0.175 $0.175 4.00%
25,000 to 49,999........................ 0.25% $0.175 $0.175 3.75%
50,000 to 99,999........................ 0.00% $0.175 $0.175 3.50%
100,000 or more......................... 0.00% $0.175(3) $0.175(3) 2.75%
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra Units
at the time of purchase.
The maximum sales charge on reinvested dividends is $0.35 per Unit. The sec-
ondary market sales charges for the Portfolio are the same as primary market
charges provided above.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ $ $ $
</TABLE>
While the Portfolio has a term of approximately 24 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
Dealer Concessions
The Sponsor plans to allow a concession of 2.2% for primary and secondary mar-
ket non-break-point purchases of Units to dealer firms in connection with the
sales of Units in a given transaction. For primary market purchase, dealers
receive an additional concession of $0.12 per Unit for Units held on or after
the Second Year Commencement Date. For secondary market purchases, to receive
the additional $0.12 per Unit concession, the Units must be sold prior to the
Second Year Commencement Date and held on or after that date.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases. Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additional Approximate
Concession Total %
for Units Discount per
held on or Unit for
after Second Units held
Year on or after
% Commencement Second Year
Number of Discount Date per Commencement
Units(1) per Unit Unit Date(2)
- --------------------------------------------- -------- ------------ ------------
<S> <C> <C> <C>
Less than 5,000.............................. 2.20% $0.12 3.40%
5,000 to 9,999............................... 2.00 0.12 3.20
10,000 to 24,999............................. 1.75 0.12 2.95
25,000 to 49,999............................. 1.50 0.12 2.70
50,000 to 99,999............................. 1.25 0.12 2.45
100,000 or more.............................. 0.50 0.12 1.70
Rollover Purchases (per Unit)................ $0.12 0.12 2.40
Wrap Account Purchases....................... 0.00 0.00 0.00
</TABLE>
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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
concession per Unit.
(2) The Approximate Total Discount percentages are based on the Unit price on
the Initial Date of Deposit. The percentage amount will vary as the Unit price
varies.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concession and volume incentives.
---
24
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen Wireless Two-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AT&T Corp. T %
Aironet Wireless Communications, Inc. AIRO % $ $
ALLTEL Corporation AT %
Clearnet Communications, Inc. Class A CLNTF %
CommScope, Inc. CTV %
Corning Incorporated GLW %
Telefonaktiebolaget LM Ericsson, ADR ERICY %
Lucent Technologies Inc. LU % %
MCI WorldCom, Inc. WCOM % %
Motorola, Inc. MOT % %
Nextel Communications, Inc. NXTL % %
NEXTLINK Communications, Inc. NXLK %
Nokia Corp. ADR NOK %
Nortel Networks Corporation NT % %
Powertel, Inc. PTEL %
QUALCOMM Incorporated QCOM %
Rogers Cantel Mobile Communications Inc. RCN % %
Rural Cellular Corporation RCCC % %
SBC Communications Inc. SBC %
Texas Instruments Incorporated TXN %
United States Cellular Corporation USM %
Vodafone AirTouch Plc VOD %
Voicestream Wireless Corporation VSTR %
Western Wireless Corporation WWCA %
WinStar Communications Inc. WCII %
----- ------- ----------
100.00% $
===== ======= ==========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
25
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
TO COME
---
26
<PAGE>
---
27
<PAGE>
Nuveen Bandwidth Five-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of communications/bandwidth companies.
The Portfolio is diversified across the communications/band-width industry in-
cluding wireless telecommunication, wireline telecommunication and communica-
tions equipment.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the communications/bandwidth
sector;
. analyzes which subsectors may benefit from the predicted growth of communi-
cations/ bandwidth companies; and
. selects companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The Sponsor believes that recent technological innovations and other industry
developments have combined to sustain demand and promote growth in the
communications/bandwidth sector, including the areas of cable, wireless, fiber
optics and telephone technology. Opportunities for communications/bandwidth
companies have increased greatly in recent years.
Many communications networks, including wireless, wireline and the Internet,
require bandwidth to transmit information from place to place. Bandwidth is
the data carrying capacity of a network. Recent increases in Internet traffic
have caused the demand for bandwidth to exceed current supply. New bandwidth
technologies are currently being developed in order to boost the capacity of
Internet providers and satisfy this growing demand.
Increased demand in the wireless segment of the communications sector has also
fostered growth in the bandwidth industry. Current technological advances,
such as PCS technology, that allow a single device to provide numerous data
and voice services have reduced equipment requirements. In addition, deregula-
tion has helped to fuel innovation and reduce costs. The Sponsor believes that
cheaper, more convenient wireless communications will better penetrate the
consumer marketplace and increase demand for these services.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the commu-nications/bandwidth industry. Ad-
verse developments in this industry may affect the value of your Units. Com-
panies involved in this industry must contend with rapid changes in technol-
ogy, intense competition and the rapid obsolescence of products and servic-
es.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
---
28
<PAGE>
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own communications/ bandwidth stocks in one convenient
package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge(2)............................. 1.00% $10.00
Deferred Sales Charge(3)............................ 3.50% $35.00
----- ------
Total Maximum Sales Charge.......................... 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate %
Amount per Unit of Public
(based on $10 Offering
Unit) Price(1)
--------------- -------------
<S> <C> <C>
Trustee's Fee..................................... $0.00950 0.095%
Sponsor's Supervisory Fee......................... $0.00350 0.035%
Bookkeeping and Administrative Fees............... $0.00250 0.025%
Evaluator's Fee................................... $0.00300 0.030%
Other Operating Expenses(4)....................... $0.00175 0.0175%
-------- -------
Total............................................. $0.02025 0.2025%
Maximum Organization Costs(5)..................... $ 0.0225 0.225%
</TABLE>
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum deferred sales charge is a fixed dollar amount of $.35 per
Unit. The percentage provided is based on a $10 Unit as of the Initial
Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The deferred
sales charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from April 28, 2000
through August 31, 2000.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge
-------------------------------------------------- --------- -------- -------
<S> <C> <C> <C>
Less than 5,000................................... 1.00% $0.35 4.50%
5,000 to 9,999.................................... 0.75% $0.35 4.25%
10,000 to 24,999.................................. 0.50% $0.35 4.00%
25,000 to 49,999.................................. 0.00% $0.35 3.50%
50,000 to 99,999.................................. 0.00% $0.35(3) 2.50%
100,000 or more................................... 0.00% $0.35(3) 1.50%
</TABLE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra
Units at the time of purchase.
---
29
<PAGE>
The maximum sales charge on reinvested dividends is $0.35 per Unit.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
1 Year 3 Years Life of Portfolio
------- ------- -----------------
<S> <C> <C>
$ $ $
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
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.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
- -------------------------------------------------------------------------------
<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 Purchases (per Unit)........................................ $0.25
Wrap Account Purchases............................................... 0.00
</TABLE>
*Sales charge reductions 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
concession per Unit.
See "Distributions of Units to the Public" in Part B of the Propsectus for ad-
ditional infomation on dealer concessions, volume incentives and secondary
market concessions.
---
30
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen Bandwidth Five-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AT&T Corp. T %
ALLTEL Corporation AT % $ $
Level 3 Communications, Inc. LVLT %
MCI WorldCom, Inc. WCOM %
Global Crossing Ltd. GBLX %
Qwest Communications International Inc. QWST %
ADC Telecommunications, Inc. ADCT %
BCE Inc. BCE %
Cisco Systems, Inc. CSCO %
Cornverse Technology, Inc. CMVT %
Copper Mountain Networks, Inc. CMTN %
Lucent Technologies Inc. LU %
Motorola, Inc. MOT %
Nokia Corp. ADR NOK %
Nortel Networks Corporation NT %
QUALCOMM Incorporated QCOM %
Tellabs, Inc TLAB %
Nextell Communications, Inc. NXTL %
CommScope, Inc. CTV %
United States Cellular Corporation USM %
Corning Incorporated GLW %
Efficient Networks, Inc. EFNT %
L-3 Communications Holdings, Inc. LLL %
JDS Uniphase Corporation JDSU %
Telefonaktiebolaget LM Ericsson, ADR ERICY %
----- ------- ------
% $
===== ======= ======
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
31
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
To Come
---
32
<PAGE>
---
33
<PAGE>
Nuveen e-Commerce Five-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of e-Commerce companies. The Portfolio is
diversified across the electronic commerce sector, including web-based retail-
ers, Internet portal companies, e-Commerce solution companies, established re-
tailers seeking to develop a strong web presence and security and transac-
tional services firms.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the e-Commerce sector;
. analyzes which subsectors may benefit from the predicted growth of both the
Internet and the rise of e-Commerce; and
. selects companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. According to Michael Putnam of Forrester Research, 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 ex-
pected to move to the Internet. Forrester Research predicts 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 Depart-
ment 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 cur-
rent penetration 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
fingerprints" have increased the safety of Internet commerce and are ex-
pected 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.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform
---
34
<PAGE>
as well as you hope. These things can happen for various reasons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the electronic commerce industry. Adverse
developments in this industry may affect the value of your Units. Companies
involved in this industry must contend with rapid changes in technology, in-
tense worldwide competition and the rapid obsolescence of products and serv-
ices.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own e-Commerce stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge (2)............................ 1.00% $10.00
Deferred Sales Charge(3)............................ 3.50% $35.00
----- ------
Total Maximum Sales
Charge............................................. 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate %
Amount per Unit of Public
(based on $10 Offering
Unit) Price(1)
--------------- --------------
<S> <C> <C>
Trustee's Fee.................................... $0.00950 0.095%
Sponsor's Supervisory Fee........................ $0.00350 0.035%
Bookkeeping and Administrative Fees.............. $0.00250 0.025%
Evaluator's Fee.................................. $0.00300 0.030%
Other Operating Expenses(4)...................... $0.00175 0.0175%
-------- ------
Total............................................ $0.02025 0.2025%
Maximum Organization Costs(5).................... $ 0.0225 0.225%
</TABLE>
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum deferred sales charge is a fixed dollar amount of $0.35 per
Unit. The percentage provided is based on a $10 Unit as of the Initial
Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The deferred
sales charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from
through .
---
35
<PAGE>
The maximum per Unit sales charges are reduced as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge
- ---------------------------------------------------- --------- -------- -------
<S> <C> <C> <C>
Less than 5,000..................................... 1.00% $0.35 4.50%
5,000 to 9,999...................................... 0.75% $0.35 4.25%
10,000 to 24,999.................................... 0.50% $0.35 4.00%
25,000 to 49,999.................................... 0.00% $0.35 3.50%
50,000 to 99,999.................................... 0.00% $0.35(3) 2.50%
100,000 or more..................................... 0.00% $0.35(3) 1.50%
</TABLE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 ba-
sis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra
Units at the time of purchase.
The maximum sales charge on reinvested dividends is $0.35 per Unit.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------- ------- ---------
<S> <C> <C>
$ $ $
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
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.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
- -------------------------------------------------------------------------------
<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 Purchases (per Unit)........................................ $0.25
Wrap Account Purchases............................................... 0.00
</TABLE>
*Sales charge reductions 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
concession per Unit.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.
---
36
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen e-Commerce Five-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
America Online, Inc. AOL % $ $
Amazon.com, Inc. AMZN %
At Home Corporation ATHM %
AXENT Technologies, Inc. AXNT %
BroadVision, Inc. BVSN %
Cisco Systems, Inc. CSCO %
Concord EFS, Inc. CEFT %
DoubleClick, Inc. DCLK %
eBay Inc. EBAY %
First Data Corporation FDC %
FDX Corporation FDX %
Gateway, Inc. GTW %
Intuit Inc. INTU %
Lands' End, Inc. LE %
NOVA Corporation NIS %
Oracle Corporation ORCL %
Priceline.com Incorporated PCLN %
RSA Security, Inc. RSAS %
The Charles Schwab Corporation SCH %
Sterling Commerce, Inc. SE %
Wal-Mart Stores, Inc. WMT %
Williams-Sonoma, Inc. WSM %
Yahoo! Inc. YHOO %
Sotheby's Holdings, Inc. BID %
VerticalNet, Inc. VERT %
----- ------ --------
100.00% $
===== ====== ========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
37
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
TO COME
---
38
<PAGE>
---
39
<PAGE>
---
40
<PAGE>
Nuveen Internet Five-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of Internet companies. The Portfolio is
diversified across many Internet products and services industries including
browser software, hardware, networking equipment, service provider and network
security.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the Internet sector;
. analyzes which subsectors may benefit from the predicted growth of Internet
companies; and
. selects representative companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. The Sponsor believes that recent industry trends have stimulated
both growth and demand. The number of users of the Internet has grown exponen-
tially. Recent rapid growth in the personal computer industry has increased
Internet growth potential through an expanded universe of users as personal
computers are the most prevalent gateway to the Internet. Despite the in-
creased popularity of the Internet, only 18% of U.S. households and 132 coun-
tries worldwide were accessing the Internet at the end of 1997. The Sponsor
believes that this low rate of penetration indicates great potential for
Internet growth.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the Internet industry. Adverse developments
in this industry may affect the value of your Units. Companies involved in
the Internet industry must contend with rapid changes in technology, intense
worldwide competition and the rapid obsolescence of products and services.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own Internet stocks in one convenient package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
---
41
<PAGE>
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge(2)............................. 1.00% $10.00
Deferred Sales Charge(3)............................ 3.50% $35.00
----- ------
Total Maximum Sales
Charge............................................. 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate %
Amount per Unit of Public
(based on $10 Offering
Unit) Price(1)
--------------- -------------
<S> <C> <C>
Trustee's Fee..................................... $0.00950 0.095%
Sponsor's Supervisory Fee......................... $0.00350 0.035%
Bookkeeping and Administrative Fees............... $0.00250 0.025%
Evaluator's Fee................................... $0.00300 0.030%
Other Operating Expenses(4)....................... $0.00175 0.0175%
-------- -------
Total............................................. $0.02025 0.2025%
Maximum Organization Costs(5)..................... $ 0.0225 0.225%
</TABLE>
- ---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum deferred sales charge is a fixed dollar amount of $.35 per
Unit. The percentage provided is based on a $10 Unit as of the Initial
Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The deferred
sales charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from April 28, 2000
through August 31, 2000.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge
- ---------------------------------------------------- --------- -------- -------
<S> <C> <C> <C>
Less than 5,000..................................... 1.00% $0.35 4.50%
5,000 to 9,999...................................... 0.75% $0.35 4.25%
10,000 to 24,999.................................... 0.50% $0.35 4.00%
25,000 to 49,999.................................... 0.00% $0.35 3.50%
50,000 to 99,999.................................... 0.00% $0.35(3) 2.50%
100,000 or more..................................... 0.00% $0.35(3) 1.50%
</TABLE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra
Units at the time of purchase.
The maximum sales charge on reinvested dividends is $0.35 per Unit.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.
Example
This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.
---
42
<PAGE>
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
1 Year 3 Years Life of Portfolio
------- ------- -----------------
<S> <C> <C>
$ $ $
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
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.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
- -------------------------------------------------------------------------------
<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 Purchases (per Unit)........................................ $0.25
Wrap Account Purchases............................................... 0.00
</TABLE>
*Sales charge reductions 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
concession per Unit.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.
---
43
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen Internet Five-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ----------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
Adobe Systems Incorporated ADBE % $ $
America Online, Inc. AOL %
Cisco Systems, Inc. CSCO %
CMGI, Inc. CMGI %
DoubleClick, Inc. DCLK %
EMC Corporation EMC %
Exodus Communications Inc. EXDS %
Gateway, Inc. GTW %
Intel Corporation INTC %
International Business Machines
Corporation IBM %
Juniper Networks, Inc. JNPR %
Liberate Technologies LBRT %
Lucent Technologies Inc. LU %
Macromedia, Inc. MACR %
MCI WorldCom, Inc. WCOM %
Microsoft Corporation MSFT %
Motorola, Inc. MOT %
Network Solutions, Inc. NSOL %
Nortel Networks Corporation NT %
Oracle Corporation ORCL %
Qwest Communications International Inc. QWST %
RealNetworks, Inc. RNWK %
Scientific-Atlanta, Inc. SFA %
Sun Microsystems, Inc. SUNW %
Yahoo! Inc. YHOO %
----- ------- --------
100.00% $
===== ======= ========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
44
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
TO COME
---
45
<PAGE>
---
46
<PAGE>
Nuveen Wireless Five-Year Sector Portfolio, November 1999
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the stocks of wireless communications companies. The
Portfolio is diversified across the wireless communications industry including
cellular telecommunication, wireless equipment, and telecommunications equip-
ment.
The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.
The stocks are expected to remain in the Portfolio until termination.
Security Selection
To create the Portfolio, the Sponsor follows these steps:
. identifies the various subsectors that comprise the wireless communications
sector;
. analyzes which subsectors may benefit from the predicted growth of wireless
communications companies; and
. selects companies within each subsector by examining:
--business models;
--brand-name recognition;
--sales growth;
--market share; and
--financial and non-financial measures.
As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.
Sector Description
Wireless communications systems provide anytime, anywhere communications
through low energy radio waves, local antennas and satellite systems. There
are currently 70 million wireless subscribers in the United States alone, rep-
resenting approximately 27% of our population. Industry analysts predict
global wireless users could exceed 300 million by the end of 1999.
Several developments have combined to fuel growth in this sector.
Expanded Mobile Capabilities
No longer just a way to call home from the grocery store, wireless communica-
tions can now offer mobile data service options such as e-mail, Internet ac-
cess, alphanumeric paging and radio networking--all geared toward offering us-
ers instant access from nearly anywhere in the world.
Internet Drives Demand
"Network demand will jump over the next few years in part because wireless and
handheld devices that access the Internet are seen gaining in popularity. Af-
ter 100 years of boring business, this is the golden age of communications."--
John Sidgmore, Global Communications Vice Chairman, MCI WorldCom (CBS--
MarketWatch 9/28/99)
Improved Handsets and Services
New, more affordable digital telephones feature all of the conveniences of
home telephones--such as three-way calling, caller ID, voice mail, call wait-
ing and speed dialing. One-rate pricing coupled with falling costs per minute
could continue to spur the popularity of wireless communication services.
Primary Risks
You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:
. Stock prices can be volatile.
. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.
. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.
. The Portfolio is concentrated in the wireless communications industry. Ad-
verse developments in this industry may affect the value of your Units. Com-
panies involved in this industry must contend with rapid changes in technol-
ogy, intense competition and the rapid obsolescence of products and servic-
es.
. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.
---
47
<PAGE>
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own wireless communications stocks in one convenient
package;
. You want capital appreciation potential;
. The Portfolio represents only a portion of your overall investment portfo-
lio; and
. The Portfolio is part of a longer term investment strategy.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment; or
. You are seeking preservation of capital or high current income.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Percent of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Sales Charge
Initial Sales Charge (2)............................ 1.00% $10.00
Deferred Sales Charge(3)............................ 3.50% $35.00
----- ------
Total Maximum Sales
Charge............................................. 4.50% $45.00
</TABLE>
Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
Approximate %
Amount per Unit of Public
(based on $10 Offering
Unit) Price(1)
--------------- -------------
<S> <C> <C>
Trustee's Fee..................................... $0.00950 0.095%
Sponsor's Supervisory Fee......................... $0.00350 0.035%
Bookkeeping and Administrative Fees............... $0.00250 0.025%
Evaluator's Fee................................... $0.00300 0.030%
Other Operating Expenses(4)....................... $0.00175 0.0175%
-------- ------
Total............................................. $0.02025 0.2025%
Maximum Organization Costs(5)..................... $ 0.0225 0.225%
</TABLE>
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.
(2) As provided below, the initial sales charge equals the difference between
the maximum sales charge of 4.5% and any remaining deferred sales charges.
Accordingly, the percentage amount of the initial sales charge will vary
over time.
(3) The maximum deferred sales charge is a fixed dollar amount of $0.35 per
Unit. The percentage provided is based on a $10 Unit as of the Initial
Date of Deposit and will vary over time.
(4) Other Operating Expenses do not include brokerage costs and other transac-
tional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.
You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the maximum sales charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The deferred
sales charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from April 28, 2000
through August 31, 2000.
The maximum per Unit sales charges are reduced as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge
- ----------------------------------------------------- --------- -------- -------
<S> <C> <C> <C>
Less than 5,000...................................... 1.00% $0.35 4.50%
5,000 to 9,999....................................... 0.75% $0.35 4.25%
10,000 to 24,999..................................... 0.50% $0.35 4.00%
25,000 to 49,999..................................... 0.00% $0.35 3.50%
50,000 to 99,999..................................... 0.00% $0.35(3) 2.50%
100,000 or more...................................... 0.00% $0.35(3) 1.50%
</TABLE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis 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 ba-
sis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra
Units at the time of purchase.
---
48
<PAGE>
The maximum sales charge on reinvested dividends is $0.35 per Unit.
As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.
Example
The example may help you compare the cost of investing in the Portfolio to the
cost of investing in other funds.
The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------- ------- ----------
<S> <C> <C>
$ $ $
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
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.
The concession paid to dealers is reduced or eliminated 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 in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
- -------------------------------------------------------------------------------
<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 Purchases (per Unit)........................................ $0.25
Wrap Account Purchases............................................... 0.00
</TABLE>
*Sales charge reductions 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
concession per Unit.
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.
---
49
<PAGE>
- --------------------------------------------------------------------------------
Preliminary Schedule of Investments
(at the Initial Date of Deposit, , 1999)
Nuveen Wireless Five-Year Sector Portfolio, November 1999
Preliminary Portfolio Subject to Change
<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AT&T Corp. T % $ $
Aironet Wireless Communications, Inc. AIRO %
ALLTEL Corporation AT %
Clearnet Communications, Inc. Class A CLNTF %
CommScope, Inc. CTV %
Corning Incorporated GLW %
Telefonaktiebolaget LM Ericsson, ADR ERICY %
Lucent Technologies Inc. LU %
MCI WorldCom, Inc. WCOM % %
Motorola, Inc. MOT % %
Nextel Communications, Inc. NXTL % %
NEXTLINK Communications, Inc. NXLK %
Nokia Corp. ADR NOK % %
Nortel Networks Corporation NT %
Powertel, Inc. PTEL %
QUALCOMM Incorporated QCOM % %
Rogers Cantel Mobile Communications Inc. RCN %
Rural Cellular Corporation RCCC %
SBC Communications Inc. SBC % %
Texas Instruments Incorporated TXN % %
United States Cellular Corporation USM %
Vodafone AirTouch Pic VOD %
Voicestream Wireless Corporation VSTR %
Western Wireless Corporation WWCA %
WinStar Communications Inc. WCII %
----- ------- ---------
100.00% $
===== ======= =========
</TABLE>
- ---------
See "Notes to Portfolios."
Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
---
50
<PAGE>
Securities Descriptions
The stocks of the following companies are included in the Portfolio:
TO COME
---
51
<PAGE>
How to Buy and Sell Units
Investing in the Portfolio
The minimum investment is normally $1,000 or 100 Units, whichever is less.
However, for IRA purchases the minimum investment is $500 or the nearest whole
number of Units whose value is less than $500.
You can buy Units from any participating dealer.
As of , 1999, the Initial Date of Deposit, the per Unit Public Of-
fering Price for each Portfolio is $10.00. As described above, Units are sub-
ject to an upfront sales charge that is equal to the difference between the
total maximum sales charge of % of the Public Offering Price and the remain-
ing deferred sales charges. If a Portfolio has any remaining deferred sales
charges, you will also pay those charges. The Public Offering Price includes
the upfront sales charge and the estimated organization cost of $ per
Unit. The Public Offering Price changes every day with changes in the price of
the securities. As of the close of business on , the number of
Units of the Portfolio may be adjusted so that the per Unit Public Offering
Price will equal $10.00.
If you are buying Units with assets received from the redemption or termina-
tion of another Nuveen Defined Portfolio, you will pay a reduced sales charge
of $0.35 per Unit ($0.175 per year for Two-Year Sector Portfolios). You may
also buy Units with that sales charge if you are purchasing Units with the
termination proceeds from a non-Nuveen unit trust with a similar investment
strategy. Such purchases entitled to this sales charge reduction may be clas-
sified as "Rollover Purchases."
Wrap Account Purchases and certain other investors described in Part B of the
Prospectus, may buy Units of the Five-Year Sector Portfolios at the Public Of-
fering Price for non-breakpoint purchases minus the concession the Sponsor
typically allows for dealers for non-breakpoint purchases.
Wrap Account Purchases and certain other investors described in Part B of the
prospectus may buy Units of the Two-Year Sector Portfolios with a sales charge
for the first year equal to the maximum first year sales charge of 2.75% of
the Public Offering Price minus the concession paid to dealers for non-break-
point purchases. If the Sector Two-Year Portfolio owners hold their Units on
or after the Second Year Commencement Date, they must also pay a deferred
sales charge of $0.175 per Unit. To reduce the Second Year Deferred Sales
Charge to $0.055 per Unit, these investors will receive additional Units equal
to the concession paid to dealers for Units held on or after the Second Year
Commencement Date. All distributions (other than the liquidation distribution)
from Units that receive the reduced sales charges for Wrap Account Purchases
will be invested in additional Units of the Portfolio and will be subject to
any remaining deferred sales charges.
Each Portfolio's securities are valued by the Evaluator, The Chase Manhattan
Bank, generally on the basis of their closing sales prices on the applicable
national securities exchange or The Nasdaq Stock Market, Inc. every business
day.
The Sponsor intends to periodically create additional Units of the Portfolios.
See "Nuveen Defined Portfolios" and "Composition of Trusts" in Part B of the
Prospectus for more details.
See "Public Offering Price" and "Market for Units" in Part B for additional
information.
Sales or Redemptions
Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any busi-
ness day at their current market value. Unitholders who purchase at least
1,000 Units may elect to be distributed the underlying stock, rather than
cash, if the election is made at least five business days prior to a Portfo-
lio's termination.
Although not obligated to do so, the Sponsor may maintain a market for Units
and offer to repurchase the Units at prices based on their current market val-
ue. If a secondary market is not maintained, a Unitholder may still redeem
Units through the Trustee.
During the period ending with the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period, the price at which the
Trustee will redeem Units and the price at which the Sponsor may repurchase
Units include estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.
Any applicable deferred sales charges remaining on Units at the time of their
sale or redemption will be collected at that time. However, if you sell or re-
deem Units of the Two-Year Sector
---
52
<PAGE>
Portfolios prior to the Second Year Commencement Date, you will not pay the
Second Year Deferred Sales Charge.
See "Redemption" and "Market for Units" in Part B of the Prospectus for de-
tails.
Risk Factors
You can lose money by investing in a Portfolio. Recently, equity markets have
experienced significant volatility. Your investment is at risk primarily be-
cause of:
. Market risk
Market risk is the risk that a particular stock in a Portfolio, the Portfo-
lio itself or stocks in general may fall in value. Market value may be af-
fected by a variety of factors including:
--General stock market movements;
--Changes in the financial condition of an issuer or an industry;
--Changes in perceptions about an issuer or an industry;
--Interest rates and inflation;
--Governmental policies and litigation; and
--Purchases and sales of securities by the Portfolio.
. Inflation risk
Inflation risk is the risk that the value of assets or income from invest-
ments will be less in the future as inflation decreases the value of money.
. Concentration Risk
When stocks in a particular industry make up 25% or more of a Portfolio, it
is said to be "concentrated" in that industry, which makes a Portfolio less
diversified and subject to more market risk. The Portfolios are concentrated
in the securities of their respective industries.
Communications/Bandwidth and Wireless Communications Industries--Here is what
you should know about a concentration in stocks of the
communications/bandwidth and wireless communications industries:
--Companies involved in these industries must contend with:
rapid changes in technology;
intense competition;
rapid obsolescence of products and services;
cyclical market patterns;
evolving industry standards;
deregulation; and
frequent new product introductions.
--The stocks of many of these companies have exceptionally high price-to-
earnings ratios with little or no earnings histories.
--Many such companies have experienced extreme price and volume fluctuations
that often have been unrelated to their operating performance.
--An unexpected change in one or more of the technologies affecting an is-
suer's products or in the market for products based on a particular tech-
nology could have an adverse effect on an issuer's operating results.
--Operating results and customer relationships could be adversely affected
by:
an increase in price for, or an interruption or reduction in supply of, any
key components; and
the failure of the issuer to comply with rigorous industry standards.
Internet and e-Commerce Industries--Here is what you should know about a con-
centration in stocks of the internet and e-commerce industries:
--Companies involved in these industries must contend with:
rapid changes in technology;
worldwide competition;
rapid obsolescence 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 of these companies have exceptionally high price-to-
earnings ratios with little or no earnings histories.
--Many such companies have experienced extreme price and volume fluctuations
that often have been unrelated to their operating performance.
--An unexpected change in one or more of the technologies affecting an is-
suer's products or in the market for products based on
---
53
<PAGE>
a particular technology could have an adverse effect on an issuer's operat-
ing results.
--Operating results and customer relationships could be adversely affected
by:
an increase in price for, or an interruption or reduction in supply of, any
key components; and
the failure of the issuer to comply with rigorous industry standards.
Distributions
Income Distributions
Cash dividends received by a Portfolio, net of expenses, will be paid each
June 30 and December 31 ("Income Distribution Dates"), beginning December 31,
1999, to Unitholders of record each June 15 and December 15 ("Income Record
Dates"), respectively.
Capital Distributions
Distributions of funds in the Capital Account, net of expenses, will be made
when a Portfolio terminates. In certain circumstances, additional distribu-
tions may be made.
See "Distributions To Unitholders" in Part B of the Prospectus for more de-
tails.
General Information
Termination
Commencing on and for the Two-Year Sector Portfolios and
the Five-Year Sector Portfolios, respectively, the Mandatory Termination
Dates, the securities in the applicable Portfolio will begin to be sold as
prescribed by the Sponsor. The Trustee will provide written notice of the ter-
mination to Unitholders which will specify when certificates may be surren-
dered.
Unitholders will receive a cash distribution within a reasonable time after a
Portfolio terminates. However, Unitholders who purchase at least 1,000 Units
may elect to be distributed the underlying stock if the election is made at
least five business days prior to a Portfolio's termination. See "Distribu-
tions to Unitholders" and "Other Information--Termination of Indenture" in
Part B of the Prospectus for more details.
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 the Portfolio. We invite you to discuss the contents with your finan-
cial adviser, or you may call us at 800-257-8787 for additional information.
Optional Features
Letter of Intent (LOI)
Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
Unitholders will not be permitted to apply future rollover purchases to sat-
isfy the LOI amount. The minimum LOI investment is $50,000. See "Public Offer-
ing Price" in Part B of the Prospectus for details.
Reinvestment
Distributions from a Portfolio can be invested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital distri-
butions from a Portfolio can be reinvested into additional Units of the Port-
folio. Distributions reinvested into a Portfolio are subject to any remaining
deferred sales charges. See "Distributions to Unitholders" and "Accumulation
Plan" in Part B of the Prospectus for details.
Nuveen Mutual Funds
Portfolio 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.
---
54
<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 , 1999.
(2) The cost of the securities to the Portfolio represents the aggregate un-
derlying value with respect to the securities acquired (generally deter-
mined by the closing sale prices of the listed securities on the business
day preceding the Initial Date of Deposit). The valuation of the securi-
ties has been determined by the Trustee. As of the Initial Date of Depos-
it, other information regarding the securities is as follows:
<TABLE>
<CAPTION>
Estimated Estimated Net
Annual Income Annual Income
Value of Cost to Gain Distributions Distributions
Securities Sponsor (loss) Per Portfolio Per Unit
---------- ------- ------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Nuveen Bandwidth Two-
Year Sector Portfolio,
November 1999..........
Nuveen e-Commerce Two-
Year Sector Portfolio,
November 1999..........
Nuveen Internet Two-Year
Sector Portfolio,
November 1999..........
Nuveen Wireless Two-Year
Sector Portfolio,
November 1999..........
Nuveen Bandwidth Five-
Year Sector Portfolio,
November 1999..........
Nuveen e-Commerce Five-
Year Sector Portfolio,
November 1999..........
Nuveen Internet Five-
Year Sector Portfolio,
November 1999..........
Nuveen Wireless Five-
Year Sector Portfolio
November 1999..........
</TABLE>
Estimated Annual Income Distributions are based on the most recent ordinary
dividend paid on that security. Estimated Net 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 the Portfolio 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) Current Dividend Yield for each security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that security
and dividing the result by that security's closing sale price on the busi-
ness day prior to the Initial Date of Deposit.
Please note that if this prospectus is used as a preliminary prospectus for
future Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.
- -------------------------------------------------------------------------------
---
55
<PAGE>
Statements of Condition
(at the Initial Date of Deposit, November 10, 1999)
<TABLE>
<CAPTION>
Bandwidth e-Commerce Internet Wireless
Two-Year Two-Year Two-Year Two-Year
Sector Sector Sector Sector
Portfolio Portfolio Portfolio Portfolio
Trust Property ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investment in securities
represented by purchase
contracts(1)(2)............. $ $ $ $
============ ============ ============ ============
<CAPTION>
Liabilities and Interest of
Unitholders
Liabilities:
<S> <C> <C> <C> <C>
Deferred sales charge(3)... $ $ $ $
Reimbursement of Sponsor
for organization costs(4). $ $ $ $
------------ ------------ ------------ ------------
Total................... $ $ $ $
============ ============ ============ ============
<CAPTION>
Interest of Unitholders:
<S> <C> <C> <C> <C>
Units of fractional
undivided interest
outstanding...............
------------ ------------ ------------ ------------
Cost to investors(5)....... $ $ $ $
Less: Gross underwriting
commission(6)............ $ $ $ $
Less: Organization
costs(4)................. $ $ $ $
------------ ------------ ------------ ------------
Net amount applicable to
investors................. $ $ $ $
------------ ------------ ------------ ------------
Total................... $ $ $ $
============ ============ ============ ============
</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 Portfolio ($0.175
per Unit for the Two-Year Sector Portfolios), payable to the Sponsor.
Unitholders of the Two-Year Sector Portfolios who hold their Units on or
after the Second Year Commencement Date will be assessed an additional de-
ferred sales charge ($ per Unit) for the Second Year Deferred Period.
Such deferred charge is not represented in the amount reflected.
(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing a
Portfolio. These costs have been estimated at $ per Unit for each
Portfolio. A payment will be made as of the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period to
an account maintained by the Trustee from which the obligations of the in-
vestors to the Sponsor will be satisfied. To the extent that actual organ-
ization costs are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed
to the Sponsor and deducted from the assets of a Portfolio.
(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% per Unit includes both an up-
front and a deferred sales charge and has been calculated on the assump-
tion that the Units sold are not subject to a reduction of sales charges
for quantity purchases and that all Units are held on or after the Second
Year Commencement Date, if applicable. In single transactions involving
5,000 Units or more, the sales charge is reduced. (See "PUBLIC OFFERING
PRICE" in Part B of this Prospectus.)
---
56
<PAGE>
Statements of Condition (continued)
(at the Initial Date of Deposit, , 1999)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Bandwidth e-Commerce Interest Wireless
Five-Year Five-Year Five-Year Five-Year
Sector Sector Sector Sector
Trust Property Portfolio Portfolio Portfolio Portfolio
--------- ---------- --------- ---------
Investment in securities represented
by purchase contracts(1)(2)......... $ $ $ $
========= ========== ========= =========
Liabilities and Interest of
Unitholders
Liabilities:
Deferred sales charge(3)........... $ $ $ $
Reimbursement of Sponsor for organ-
ization costs(4).................. $ $ $ $
--------- ---------- --------- ---------
Total........................... $ $ $ $
========= ========== ========= =========
Interest of Unitholders:
Units of fractional undivided in-
terest outstanding................
--------- ---------- --------- ---------
Cost to investors(5)............... $ $ $ $
Less: Gross underwriting commis-
sion(6).......................... $ $ $ $
Less: Organization costs(4)....... $ $ $ $
--------- ---------- --------- ---------
Net amount applicable to investors. $ $ $ $
--------- ---------- --------- ---------
Total........................... $ $ $ $
========= ========== ========= =========
</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 Portfolio ($0.35
per Unit for the Five-Year Sector Portfolios), payable to the Sponsor.
(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing a
Portfolio. These costs have been estimated at $ per Unit for each
Portfolio. A payment will be made as of the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period to
an account maintained by the Trustee from which the obligations of the in-
vestors to the Sponsor will be satisfied. To the extent that actual organ-
ization costs are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed
to the Sponsor and deducted from the assets of a Portfolio.
(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% per Unit includes both an up-
front and a deferred sales charge and has been calculated on the assump-
tion that the Units sold are not subject to a reduction of sales charges
for quantity purchases and that all Units are held on or after the Second
Year Commencement Date, if applicable. In single transactions involving
5,000 Units or more, the sales charge is reduced. (See "PUBLIC OFFERING
PRICE" in Part B of this Prospectus.)
---
57
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 70:
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 70 as of , 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 proce-
dures included confirmation of the irrevocable letter of credit arrangement
for the purchase of securities, described in Note (2) to the statements of
condition, by correspondence with the Trustee. An audit also includes assess-
ing the accounting principles used and significant estimates made by the Spon-
sor, 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 70, as of ,
1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
, 1999.
---
58
<PAGE>
Defined NUVEEN UNIT TRUSTS, SERIES 70
Portfolios PROSPECTUS -- PART A
20, 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
This Prospectus does not contain complete information about the Portfolio
filed with the Securities and Exchange Commission in Washington, DC under the:
Securities Act of 1933 (file no. 333- )
Investment Company Act of 1940 (file no. 811-08103)
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
Portfolio not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.
When Units of the Portfolio are no longer available or for investors who will
reinvest into subsequent series of the Portfolio, 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 LOGO]
Defined Portfolios
Nuveen Equity Portfolio Prospectus
Prospectus Part B dated October 29, 1999
The Prospectus for a Nuveen Defined Portfolio (a "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 Defined Portfolios. 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 Defined Portfolio 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 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 period ending
with the earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus for the organization 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 period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period also includes organization costs incurred in
establishing a Trust. These costs will be deducted from the assets of the Trust
as of the close of such period. See "Risk/Return Summary-Fees and Expenses" 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 applicable sales charges. 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
----
<S> <C>
NUVEEN DEFINED PORTFOLIOS.................................................. 3
COMPOSITION OF TRUSTS...................................................... 4
PUBLIC OFFERING PRICE...................................................... 5
MARKET FOR UNITS........................................................... 9
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 10
TAX STATUS................................................................. 10
RETIREMENT PLANS........................................................... 15
TRUST OPERATING EXPENSES................................................... 15
DISTRIBUTIONS TO UNITHOLDERS............................................... 16
ACCUMULATION PLAN.......................................................... 17
REPORTS TO UNITHOLDERS..................................................... 18
UNIT VALUE AND EVALUATION.................................................. 18
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 19
OWNERSHIP AND TRANSFER OF UNITS............................................ 21
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 21
REDEMPTION................................................................. 21
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST.............. 23
PURCHASE OF UNITS BY THE SPONSOR........................................... 25
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 25
INFORMATION ABOUT THE TRUSTEE.............................................. 26
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 26
SUCCESSOR TRUSTEES AND SPONSORS............................................ 26
INFORMATION ABOUT THE SPONSOR.............................................. 27
INFORMATION ABOUT THE EVALUATOR............................................ 27
FORTUNE LICENSE AGREEMENT.................................................. 28
OTHER INFORMATION.......................................................... 28
LEGAL OPINION.............................................................. 29
AUDITORS................................................................... 29
SUPPLEMENTAL INFORMATION................................................... 29
</TABLE>
2
<PAGE>
Nuveen Defined Portfolios
This Nuveen Defined Portfolio 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 Nuveen Defined Portfolios consist of, among
others, Strategy Trusts and Sector Trusts. Strategy Trusts include, but are
not limited to, Nuveen-Standard & Poor's Quality Buyback Portfolios, Nuveen
Dow 5SM and Dow 10SM Portfolios, Nuveen Legacy Portfolios, Nuveen Rittenhouse
Concentrated Growth Portfolios, Nuveen-FORTUNE's America's Most Admired
Companies Portfolios, Arvest Regional ImpactTM Portfolios, Harris Insight(R)
Multi-Sector Portfolios Dorsey, Wright Relative Strength 5 Portfolios, and
Peroni Growth Portfolios. Sector Trusts include, but are not limited to,
Nuveen Dow JonesSM Energy Sector Portfolios, Nuveen Dow JonesSM Financial
Services Sector Portfolios, Nuveen Dow JonesSM Pharmaceutical Sector
Portfolios, Nuveen Dow JonesSM Precious Metals Sector Portfolios, Nuveen Dow
JonesSM Technology Sector Portfolios, Nuveen Communications Sector Portfolios,
Nuveen Bandwidth Sector Portfolios, Nuveen Consumer Electronics Sector
Portfolios, Nuveen Digital Sector Portfolios, Nuveen e-Commerce Sector
Portfolios, Nuveen e-Finance Sector Portfolios, Nuveen Internet Sector
Portfolios, Nuveen Retail Sector Portfolios, Nuveen Semiconductor Sector
Portfolios, and Nuveen Utility Sector Portfolios.
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 Defined
Portfolios 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 the securities 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). See "Schedule of
Investments" in Part A of the Prospectus, for a description of the Securities
deposited in the applicable Trust. See also, "Risk/Return Summary" and "Risk
Factors" in Part A of the Prospectus. As used herein, the term "Securities"
means the Securities (including contracts for the purchase thereof) initially
deposited in each Trust and described in the related portfolio and any
additional equity securities that may be held by a Trust.
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. 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
3
<PAGE>
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.
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 certain 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 for 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.
4
<PAGE>
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 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 or,
if applicable, successive trusts that employ the same or a similar investment
strategy, will achieve their 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. Foreign issuers are believed
to be exposed to greater risk by the Year 2000 Problem than domestic issuers.
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.
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.
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 or current litigation may have
unexpected results. The Sponsor is unable to predict whether any such
litigation may have such results or may be instituted, or if instituted,
whether any such litigation might have a material adverse effect on the
Trusts.
Nuveen has obtained the descriptions of the companies in Part A 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 the Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of
5
<PAGE>
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 Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's organization
costs will be purchased in the same proportionate relationship as all the
Securities contained in the Trust. Securities will be sold to reimburse the
Sponsor for the Trust's organization costs at the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period (a
shorter time period than the life of the Trust). During the period ending with
the earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, there may be a decrease in the value of the
Securities. To the extent the proceeds from the sale of these Securities are
insufficient to repay the Sponsor for the Trust organization costs, the
Trustee will sell additional Securities to allow the Trust to fully reimburse
the Sponsor. In that event, the net asset value per Unit will be reduced by
the amount of additional Securities sold. Although the dollar amount of the
reimbursement due to the Sponsor will remain fixed and will never exceed the
amount per Unit set forth for the Trusts in "Statement of Condition," this
will result in a greater effective cost per Unit to Unitholders for the
reimbursement to the Sponsor. When Securities are sold to reimburse the
Sponsor for organization costs, the Trustee will sell such Securities to an
extent which will maintain the same proportionate relationship among the
Securities contained in the Trust as existed prior to such sale. See
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus.
Commencing on those dates set forth under "Risk/Return Summary--Fees and
Expenses" 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. If so provided in Part A of the Prospectus, Unitholders who elect to
roll their Units into a new series of the Trust or a trust with a similar
investment strategy during the Mid-term Special Redemption and Liquidation
Period (as described under "Rollover Trusts" and "How to Buy and Sell Units--
Investing in the Portfolio" in Part A of the Prospectus) or Unitholders who
sell or redeem their Units prior to the Second Year Commencement Date (as
defined in Part A of the Prospectus) will not be subject to the Second Year
Deferred Sales Charge (see "Risk/Return Summary--Fees and Expenses" in Part A
of the Prospectus) and accordingly are only responsible for the remaining
First Year Deferred Sales Charge (see "Fees and Expenses" in Part A of the
Prospectus). 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 "Risk/Return Summary--Fees and Expenses" in Part A of
the Prospectus. See "UNIT VALUE AND EVALUATION."
The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating
the applicable sales charge, purchasers who have indicated their intent to
purchase a specified amount of Units of any 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
6
<PAGE>
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 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 Securities), plus or minus cash, if any, in the Income and
Capital Accounts of a Trust, plus an initial sales charge equal to the
difference between the maximum sales charge and any remaining deferred sales
charges. The maximum sales charge for such purchases is as follows: (1) 2.95%
of the Public Offering Price for the Peroni Growth Portfolios, and (3) 4.50%
of the Public Offering Price for Fortune Portfolios, Harris Insight Portfolios
and Rittenhouse Concentrated Growth Portfolios, which is reduced to 2.75% of
the Public Offering Price on or after the Second Year Commencement Date (as
defined in Part A of the Prospectus). Such investors will also be subject to
any remaining deferred sales charges. See "UNIT VALUE AND EVALUATION."
In the secondary market for Nuveen Five-Year Sector Portfolios, Legacy Five-
Year Portfolios and Arvest Regional ImpactTM Portfolios, prior to the
completion of the deferred sales charge period, the maximum sales charge will
be 4.50% of the Public Offering Price. The upfront portion of the sales charge
will equal the difference between 4.5% of the Public Offering Price and any
remaining deferred sales charges. Unitholders that purchase more than 5,000
Units and certain classes of investors are entitled to purchase Units at
reduced sales charges as shown below.
<TABLE>
<CAPTION>
Total
Maximum
Number of Units Sales Charge
--------------- ------------
<S> <C>
Less than 5,000................................ 4.50%
5,000 to 9,999................................. 4.25%
10,000 to 24,999............................... 4.00%
25,000 to 49,999............................... 3.50%
50,000 to 99,999............................... 2.50%
100,000 or more................................ 1.50%
Wrap and Trust Account Purchases............... 1.00%
</TABLE>
7
<PAGE>
For secondary market sales after the completion of the deferred sales charge
period for Nuveen Five-Year Sector Portfolios and Arvest Regional ImpactTM
Portfolios, the maximum sales charge will be a one-time charge of 4.5% of the
Public Offering Price. Unitholders that purchase more than 5,000 Units and
certain classes of investors are entitled to purchase Units at reduced sales
charges shown below. Secondary market sales charges are reduced by 1/2 of 1%
on each subsequent July 31, commencing July 31, 2000, to a minimum sales
charge of 3.0% of the Public Offering Price as shown below with reduced sales
charges for larger purchases and certain investors:
<TABLE>
<CAPTION>
Number of Units* Total Maximum Sales Charge
---------------- ------------------------------------------------------
4.5% 4.0% 3.5% 3.0%
---- ---- ---- ----
<S> <C> <C> <C> <C>
Less than 5,000 4.50 4.00 3.50 3.00
5,000 to 9,999 4.25 3.75 3.25 2.75
10,000 to 24,999 4.00 3.50 3.00 2.50
25,000 to 49,999 3.50 3.25 2.75 2.25
50,000 to 99,999 2.50 2.25 1.75 1.50
100,000 or more 1.50 1.25 1.00 0.75
Wrap and Trust Account Purchases 1.00 1.00 1.00 1.00
</TABLE>
--------
* Sales charge reductions 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 Unitholders.
All Units are subject to the same deferred sales charges. When the
deferred charges exceed the maximum sales charge, Unitholders will
be given extra Units at the time of purchase.
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 for the primary offering period 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
purchaser in the amounts stated, and for this purpose purchases of a 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.
Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trusts
with the sales charge applicable for "Rollover Purchases" as provided in "How
to Buy and Sell Units" in Part A of the Prospectus. The dealer concession for
such purchases will be that applicable to "Rollover Purchases".
8
<PAGE>
Units may be purchased with the applicable reduced sales charge provided for
"Wrap Account Purchases" under "How to Buy and Sell Units" in Part A of the
Prospectus or herein 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 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, (4) officers
and directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates, and (5) officers or directors and
bona fide, full-time employees of Nuveen, Nuveen Advisory Corp., Nuveen
Institutional Advisory Corp., Rittenhouse Financial Services, Inc., The John
Nuveen Company, The McGraw Hill Companies Inc. ("McGraw-Hill") and Dow Jones &
Company, Inc. ("Dow Jones"), including in each case these individuals and
their spouses, minor children, and parents, however, purchases by parents and
individuals associated with McGraw-Hill and Dow Jones must be made through a
registered broker-dealer and (6) any person who for at least 90 days, has been
an officer, director or bona fide employee of any vendor who provides services
to the Sponsor and who purchases Units through a registered broker-dealer
(collectively, the "Discounted Purchases"). (For individuals associated with
McGraw Hill this privilege is only available for purchases of Units of the
Nuveen-Standard & Poor's Quality Buyback Portfolio and for individuals
associated with Dow Jones this privilege is only available for purchases of
Units of the Nuveen--The Dow 5sm Portfolio and the Nuveen--The Dow 10sm
Portfolio). However, if Part A of the Prospectus provides for a Second Year
Deferred Sales Charge (see "Risk/Return Summary--Fees and Expenses" in Part A
of the Prospectus) such Unitholders that hold their Units on or after the
Second Year Commencement Date (as defined in Part A of the Prospectus) will be
subject to the Second Year Deferred Sales Charge. 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 "Rollover
Purchases" as provided in "How to Buy and Sell Units" 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 period ending with the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period, the price at which the Sponsor expects to repurchase Units
(the "Sponsor's Repurchase Price") includes estimated organization costs per
Unit. After such period, the Sponsor's Repurchase Price will not include
9
<PAGE>
such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" 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 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. However, if so
provided in Part A of the Prospectus, Unitholders who elect to roll their
Units into a new series of the Trust or a trust with a similar investment
strategy during the Mid-term Special Redemption and Liquidation Period or
Unitholders who sell or redeem their Units prior to the Second Year
Commencement Date will not be subject to the Second Year Deferred Sales Charge
and accordingly are only responsible for the remaining First Year Deferred
Sales Charge. (See "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
Certificates 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 of the Securities deposited in the Trusts included in Part A of
the Prospectus 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
securities 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
10
<PAGE>
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 the 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 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 the 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. In particular, a Rollover Unitholder should be aware
that a Rollover Unitholder's loss, if any, incurred in connection with the
exchange of Units for units in the next new series of a Trust (the "New
Trust"), (if so provided in Part A of the Prospectus, the Sponsor intends
to create a separate New Trust in conjunction with the termination of the
Trust) will generally be disallowed with respect to the disposition of any
Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash
sale provisions of the Code taking into account such Unitholder's deemed
ownership of the securities underlying the Units in the New Trust in the
manner described above, if such substantially identical securities are
acquired within a period beginning 30 days before and ending 30 days after
such disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized. Unitholders should
consult their tax advisers regarding the recognition of 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 should 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
11
<PAGE>
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 a Trust are atrributable 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. Unitholders should
consult with their tax advisers with respect to the limitations on and
possible modifications to the dividends received deduction.
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.
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 taxpayers 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 of 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.
12
<PAGE>
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,
Termination of a Trust and Investment in a New Trust. As discussed in
"REDEMPTION" and "OTHER INFORMATION--Termination of Indenture," under certain
circumstances a Unitholder who owns the number of Units of a Trust set forth
in Part A of the Prospectus 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 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 the 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)
recognized 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 Distribution are advised to consult their tax advisers in this regard.
As discussed in "SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW
TRUST," a Unitholder may elect to become a Rollover Unitholder. To the extent
a Rollover Unitholder exchanges his or her Units for Units of the New Trust in
a taxable transaction, such Unitholder will recognize gains, if any, but
generally will not be entitled to a deduction for any losses recognized upon
the disposition of any Securities pursuant to such exchange to the extent that
such Unitholder is considered the owner of substantially identical securities
under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the
New Trust in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 days before and ending
30 days after such disposition under the wash sale provisions contained in
Section 1091 of the Code. In the event a loss is disallowed under the wash
sale provisions, special rules contained in Section 1091(d) of the Code apply
to determine the Unitholder's tax basis in the securities acquired. Rollover
Unitholders are advised to consult their tax advisers.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis 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
13
<PAGE>
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 purchased 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
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided 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 effectively
connected to the conduct of a trade or business within the United States. In
addition, such earnings may be exempt from U.S. withholding pursuant to a
specific treaty between the United States and a foreign country. Non-U.S.
Unitholders should consult their own tax advisers regarding the imposition 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
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 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
Security) 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
established. See "RETIREMENT PLANS."
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
14
<PAGE>
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
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus for
maintaining surveillance over the portfolio and for performing certain
administrative services for the Trust (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 Trusts. 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 Administrative 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 and other
transactional fees 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 "Risk/Return Summary--Fees and Expenses" 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 Administrative 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 any 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 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
15
<PAGE>
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
statements 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
16
<PAGE>
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 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 who is
not a Rollover 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
distribution of income on his Units, other than the final liquidating
distribution in connection with the termination of a Trust or Mid-term
liquidating distribution for Mid-term Rollover Unitholders, automatically
reinvested in additional 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. Notification to the Trustee must be received within one year after
the Initial Date of Deposit. 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 reinvestment. 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 (800) 257-8787.
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.
17
<PAGE>
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.
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 Trusts.
Unit Value and Evaluation
The value of a 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 organization 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, Inc. ("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, Inc. or, with respect to a Security so listed but the Trustee
deems the closing 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.
18
<PAGE>
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
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.
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 "Rollover
Purchases" as described in "How to Buy and Sell Units" in Part A of the
Prospectus, dealers are entitled to receive the concession applicable for
"Rollover Purchases" as provided in "How to Buy and Sell Units" in Part A of
the Prospectus.
Initially, for Nuveen Five-Year Sector Portfolios and Arvest Regional
ImpactTM Portfolios, the Sponsor plans to allow a concession to selling
dealers in the secondary market of 3.5% of the Public Offering Price for non-
breakpoint purchases of Units in a given transaction. The concession paid to
dealers is reduced or eliminated 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 in Wrap Account Purchases and to other
investors entitled to the sales charge reduction applicable for Wrap Account
Purchases as provided in "PUBLIC OFFERING PRICE", as shown below. Commencing
with the last day of the month following the end of the deferred sales charge
period, the concession will be 65% of the then current maximum sales charge at
the appropriate breakpoint level.
<TABLE>
<CAPTION>
%
Discount
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
Wrap Account Purchases............................. 0.00
</TABLE>
--------
* Sales charge reductions 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 you and may result in a reduction in
the discount per Unit.
19
<PAGE>
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 the Nuveen--The Dow 5SM Portfolios and Nuveen--The
Dow 10SM Portfolios sold in the primary market from August 18, 1998 through
December 31, 1999 (the "Incentive Period"), 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 firms that meet the necessary
volume level, volume incentives may be given on all trades involving the
applicable trusts originated from or by that firm during such trusts' primary
offering period.
<TABLE>
<CAPTION>
Total dollar amount sold
over Incentive Period Volume Incentive
---------------------------- ----------------------------------------------------
<S> <C>
$ 10,000,000 to $ 49,999,999 0.10% on sales up to $49,999,999
$ 50,000,000 to $ 99,999,999 0.15% on sales between $50,000,000 and $99,999,999
$100,000,000 to $199,999,999 0.20% on sales between $100,000,000 and $199,999,999
$200,000,000 or more 0.25% on sales over $200,000,000
</TABLE>
In addition, 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. 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 or volume incentives
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.
20
<PAGE>
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 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, The Chase Manhattan Bank, at 4 New York Plaza,
New York, NY 10004-2413, 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 4 New York Plaza, New York NY 10004-2413 (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
21
<PAGE>
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 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 period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" 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.
However, if so provided in Part A of the Prospectus, Unitholders who elect to
roll their Units into a new series of the Trust or a trust with a similar
investment strategy during the Mid-term Special Redemption and Liquidation
Period or Unitholders who sell or redeem their Units prior to the Second Year
Commencement Date will not be subject to the Second Year Deferred Sales Charge
and accordingly are only responsible for the remaining First Year Deferred
Sales Charge. 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.
If so provided in Part A of the Prospectus, any Unitholder tendering the
number of Units of a Trust set forth in Part A of the Prospectus 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
22
<PAGE>
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 the 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 the Trust. After the period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, the Redemption Price will not include estimated
organization costs. See "Risk/Return Summary--Fees and Expenses" 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.
Special Redemption, Liquidation and Investment in a New Trust
If so provided in Part A of the Prospectus for applicable Strategy Trusts,
it is expected that a special redemption and liquidation will be made of all
Units of a Trust held by any Unitholder (a "Rollover Unitholder") who
affirmatively notifies the Trustee in writing by the appropriate Rollover
Notification Date specified in "Rollover Trusts" in Part A of this Prospectus
that he or she desires to participate as a Rollover Unitholder.
All Units of Rollover Unitholders will be redeemed In-Kind during the
appropriate Special Redemption and Liquidation Period as determined by the
Sponsor and the underlying Securities will be distributed to the Distribution
Agent (currently the Trustee) on behalf of the Rollover Unitholders. During
the appropriate Special Redemption and Liquidation Period (as set forth in
"Rollover Trusts" in Part A), the Distribution Agent will be required to sell
all of the underlying Securities on behalf of Rollover
23
<PAGE>
Unitholders. The sales proceeds will be net of brokerage fees, governmental
charges or any expenses involved in the sales.
The Distribution Agent may engage the Sponsor, as its agent, or other brokers
to sell the distributed Securities. The Securities will be sold as quickly as
is practicable during the appropriate Special Redemption and Liquidation
Period. The Sponsor does not anticipate that the period will be longer than one
or two days, given that the Securities are usually highly liquid. The liquidity
of any Security depends on the daily trading volume of the Security and the
amount that the Sponsor has available for sale on any particular day.
The Rollover Unitholders' proceeds will be invested in a New Trust or a trust
with a similar investment strategy (as selected by the Unitholder), if then
registered and being offered. The proceeds of redemption will be used to buy
New Trust units as the proceeds become available. Any Rollover Unitholder may
thus be redeemed out of a Trust and become a holder of an entirely different
trust, a New Trust, with a different portfolio of Securities. In accordance
with the Rollover Unitholders' offer to purchase the New Trust units, the
proceeds of the sales (and any other cash distributed upon redemption) are
expected to be invested in a New Trust, at the public offering price, including
the applicable sales charge per Unit specified in Part A of that trust's
Prospectus.
The Sponsor intends to create the New Trust units as quickly as possible,
depending upon the availability and reasonably favorable prices of the
Securities included in a New Trust portfolio, and it is intended that Rollover
Unitholders will be given first priority to purchase the New Trust units. The
Sponsor may also permit Rollover Unitholders to elect to have their proceeds
invested in a trust with a similar investment strategy, if such trust is then
registered in the Unitholder's state of residence and being offered. There can
be no assurance, however, as to the exact timing of the creation of the New
Trust units or the aggregate number of New Trust units which the Sponsor will
create. The Sponsor may, in its sole discretion, stop creating new units
(whether permanently or temporarily) at any time it chooses, regardless of
whether all proceeds of the Special Redemption and Liquidation have been
invested on behalf of Rollover Unitholders. Cash which has not been invested on
behalf of the Rollover Unitholders in New Trust units will be distributed
within a reasonable time after such occurrence. However, since the Sponsor can
create units, the Sponsor anticipates that sufficient units can be created,
although moneys in a New Trust may not be fully invested on the next business
day.
The process of redemption, liquidation, and investment in a New Trust is
intended to allow for the fact that the portfolios selected by the Sponsor are
chosen on the basis of growth potential only for the life of the Trust, at
which point a new portfolio is chosen. A similar process of redemption,
liquidation and investment in a New Trust may be available prior to the
Mandatory Termination Date of the Trust.
It should also be noted that Rollover Unitholders may realize taxable capital
gains on the Special Redemption and Liquidation but, in certain circumstances,
will not be entitled to a deduction for certain capital losses and, due to the
procedures for investing in a New Trust, no cash would be distributed at that
time to pay any taxes. Included in the cash for the applicable Special
Redemption and Liquidation may be an amount of cash attributable to a
Unitholder's final distribution of dividend income; accordingly, Rollover
Unitholders also will not have cash from this source distributed to pay any
taxes. (See "TAX STATUS.") Recently, legislation has been enacted that reduces
the maximum stated marginal tax rate for certain capital gains for investments
held for more than 1 year to 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Potential investors should consult their tax advisors
regarding the potential effect of the Act on their investment in Units. In
addition, it should be noted that legislative proposals are introduced from
time to time that affect tax rates and could affect relative differences at
which ordinary income and capital gains are taxed.
In addition, during this period a Unitholder will be at risk to the extent
that Securities are not sold and will not have the benefit of any stock
appreciation to the extent that moneys have not been
24
<PAGE>
invested; for this reason, the Sponsor will be inclined to sell and purchase
the Securities in as short a period as it can without materially adversely
affecting the price of the Securities.
Unitholders who do not inform the Distribution Agent that they wish to have
their Units so redeemed and liquidated ("Remaining Unitholders") will not
realize capital gains or losses due to the Special Redemption and Liquidation,
and will not be charged any additional sales charge.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor the New Trusts or any subsequent series of the Trusts, without penalty
or incurring liability to any Unitholder. If the Sponsor so decides, the
Sponsor shall notify the Unitholders before the appropriate Special Redemption
and Liquidation Period. All Unitholders will then be remaining Unitholders,
with rights to ordinary redemption as before. (See "REDEMPTION.") The Sponsor
may modify the terms of the New Trusts or any subsequent series of the Trusts.
The Sponsor may also modify, suspend or terminate the Rollover Option or any
exchange option without notice except in certain limited circumstances.
However, generally, the termination of the Rollover Option or an exchange
option or a material amendment to such options requires notice of at least 60
days prior to the effective date of such termination or amendment.
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 portfolios 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.
25
<PAGE>
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.
Information about the Trustee
The Trustee is The Chase Manhattan Bank. Its address is 4 New York Plaza, New
York, NY 10004-2413. 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.
26
<PAGE>
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.
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 indices 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 indices, 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 or beta of the index, investment or
strategy returns for any period. The 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. For the Sector 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
27
<PAGE>
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.
FORTUNE License Agreement
The Nuveen-FORTUNE America's Most Admired Companies Portfolio (the "Product")
is not sponsored, endorsed, sold or promoted by FORTUNE Magazine ("Fortune").
Fortune makes no representation or warranty, express or implied, to the owners
of the Product or any member of the public regarding the advisability of
investing in securities generally or in the Product particularly. Fortune's
only relationship to the Licensee is the licensing of certain trademarks and
trade names of Fortune and the America's Most Admired Companies list. This list
is determined and composed by Fortune without regard to the Licensee or the
Product. Fortune has no obligation to take the needs of the Licensee or the
owners of the Product into consideration in determining, composing or
calculating the Fortune Most Admired Companies list. Fortune is not responsible
for and has not participated in the determination of the prices and amount of
the Product or the timing of the issuance or sale of the Product or in the
determination or calculation of the equation by which the Product is to be
converted into cash. Fortune has no obligation or liability in connection with
the administration, marketing or trading of the Product.
FORTUNE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE AMERICA'S MOST ADMIRED COMPANIES LIST. FORTUNE MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE AMERICA'S MOST
ADMIRED COMPANIES LIST. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL FORTUNE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
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.
28
<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 "General
Information--Termination" in Part A of this Prospectus.
Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of a 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 and who do not elect the Rollover Option (if applicable)
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.
29
<PAGE>
Defined NUVEEN EQUITY PORTFOLIO
Portfolios PROSPECTUS -- PART B
October 29, 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
Supplement, 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>
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 Registration Statement comprises the following papers and
documents:
The facing sheet
The Prospectus
The signatures
Consents of Counsel
The following exhibits:
1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee and Evaluator (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 (to be supplied by amendment).
1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co,
Incorporated, Depositor.
1.3** Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated.
2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a), and
incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered (to be
supplied by amendment).
- --------------------
/*/ Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 16.
/**/ Incorporated by reference to Form N-8B-2 (File No. 811-2198) on behalf
on Nuveen Tax-Free Unit Trust, Series 37.
S-1
<PAGE>
3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).
3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).
3.4 Opinion of counsel as to advancement of funds by Trustees (to be supplied
by amendment).
4.2 Consent of The Chase Manhattan Bank (to be supplied by amendment).
4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).
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).
C. Explanatory Note
This Registration Statement may contain multiple separate prospectuses.
Each propectus will relate to an individual unit investment trust and will
consist of a Part A, a Part B and an Information Supplement.
D. Undertakings
(1) The Information Supplement to the Trust will not include third party
financial information.
S-2
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 70 has duly caused this 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 3rd day of November, 1999.
NUVEEN UNIT TRUSTS, SERIES 70
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Anna R. Kucinskis
-------------------------------
Vice President
Attest /s/ Karen L. Healy
---------------------------
Assistant Secretary
S-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors, )
Chief Executive Officer )
and Director )
) /s/ Larry W. Martin
John P. Amboian President and Director ) ------------------
) Larry W. Martin
) Attorney-in-Fact**
Margaret E. Wilson Vice President and )
Controller ) November 3, 1999
)
</TABLE>
- ----------
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
**The powers of attorney for Messrs. Amboian and Schwertfeger were filed as
Exhibit 6 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. 333-49197).
S-4
<PAGE>
Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this Registration Statement will be
filed 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 Registration Statement will be contained in its opinions to be
filed 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 Registration Statement will be filed 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 Registration Statement will be filed as Exhibit 3.3
to the Registration Statement.
S-5
