<PAGE>
1933 Act File No. 333-35244
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 89
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
- ----
E. Title of securities being registered: Units of fractional undivided
beneficial interest.
F. Approximate date of proposed sale to the public: As soon as practicable
after the effective date of the Registration Statement.
- ----
:X : Check box if it is proposed that this filing will become effective on
- ---- April 27, 2000 at 1:30 P.M. pursuant to Rule 487.
<PAGE>
[NUVEEN LOGO]
Nuveen Unit Trusts, Series 89
Nuveen Nasdaq-100 Index Portfolio,
April 2000
Prospectus Part A dated April 27, 2000
.Portfolio Invests in Stocks Included in the Index
.Portfolio Seeks 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.
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ND1-04-00-P 1
<PAGE>
CUSIP Nos:
Nuveen Unit Trusts, Series 89 Dividend
in cash Reinvested Wrap
Nuveen Nasdaq-100 Index Portfolio, April 2000 670922186 670922194 670922202
Overview
Nuveen Unit Trusts, Series 89 includes the unit investment trust listed above.
John Nuveen & Co. Incorporated ("Nuveen") serves as the principal underwriter
of the Portfolio. The Portfolio seeks to provide capital appreciation by
investing in the common stocks included in the index.
The securities held by the Portfolio will be periodically adjusted to generally
reflect the current selections and weightings of the index. The Portfolio is
scheduled to terminate in approximately five years.
Contents
2 Overview
3 Nuveen Nasdaq-100 Index
3 Portfolio, April 2000
Risk/Return Summary
3 Investment Objective
3 Investment Strategy
3 Security Selection
3
3 The Nasdaq-100 Index
Industry Diversification
3 Primary Risks
4 Investor Suitability
4 Fees and Expenses
6 Schedule of Investments
8 How to Buy and Sell Units
8 Investing in the Portfolio
8 Sales or Redemptions
8 Risk Factors
10 Distributions
10 Income Distributions
10 Capital Distributions
10 General Information
10 Termination
10 The Sponsor
10 Dealer Concessions
11 Optional Features
11 Letter of Intent
11 Reinvestment
11 Nuveen Mutual Funds
12 Notes to Portfolio
13 Statement of Condition
14 Report of Independent Public
Accountants
For the Table of Contents of Part
B, see Part B of the Prospectus.
- -------
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.
The Nasdaq-100(R), Nasdaq-100 Index(R), and Nasdaq(R) are trade or service
marks of The Nasdaq Stock Market, Inc. (which with its affiliates are the Cor-
porations) and are licensed for use by Nuveen. The Nuveen Nasdaq-100 Index
Portfolio (the "Nasdaq-100 Portfolio") has not been passed on by the Corpora-
tions as to its legality or suitability. The Nasdaq-100 Portfolio is not is-
sued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO
WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE NASDAQ-100 INDEX OR THE
NASDAQ-100 PORTFOLIO.
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2
<PAGE>
Nuveen Nasdaq-100 Index Portfolio, April 2000
Risk/Return Summary
Investment Objective
The Portfolio seeks to provide capital appreciation.
Investment Strategy
The Portfolio consists of the securities included in the Nasdaq-100 Index. The
securities held by the Portfolio will be periodically adjusted to generally
replicate the current selections and weightings of the Nasdaq-100 Index.
Security Selection
We select the securities for the Portfolio in the following manner:
. On the Initial Date of Deposit, the Portfolio consists of each of the stocks
included in the Nasdaq-100 Index.
. During an initial adjustment period that will not exceed 30 days, the Port-
folio will be modified to duplicate, to the extent practicable, the stocks
contained in the index and their weightings.
. Following the initial adjustment period, it is expected that:
--The Portfolio will continue to be invested in substantially all (at least
95%) of the stocks in the index; and
--The Sponsor will attempt to maintain a correlation between the Portfolio's
holdings and the index of .97 to .99 over the term of the Portfolio. Howev-
er, the performance of the Portfolio may not mirror the performance of the
index.
. Adjustments to the Portfolio's holdings will be made on an ongoing basis
when:
--The Portfolio invests in new securities to create new Units;
--Issues are removed from or added to the index;
--Securities are sold to meet redemptions, to pay sales charges and ex-
penses, or for tax reasons; or
--It is necessary to maintain the correlation between the Portfolio and the
index.
See "Composition of Trusts," "The Portfolios," and "Investment Supervision" in
Part B of the Prospectus for details.
The Nasdaq-100 Index
The Nasdaq-100 Index is composed of 100 of the largest non-financial domestic
and international issues listed on the Nasdaq Stock Market, Inc. ("Nasdaq").
The Nasdaq lists nearly 5,000 companies and trades more shares per day than
any other major U.S. market. See "The Nasdaq-100 Index" in Part B of the Pro-
spectus for additional information regarding the Index.
Industry Diversification
Based upon the principal business of each issuer and current market values,
the index as of April 26, 2000, represented the following industries:
<TABLE>
<CAPTION>
Approximate
Industry Index Percentage
- -------- ----------------
<S> <C>
Applications Software 9.39%
Cable TV 1.60%
Cellular Telecom 3.27%
Circuits 2.86%
Commercial Services-Finance 1.05%
Computers-Integrated System 9.80%
E-Commerce 1.44%
Electronic Component-Semiconductor 15.54%
Enterprise Software/Services 6.88%
Fiber Optics 5.71%
Internet Content 3.40%
Internet Software 1.03%
Biomedical 4.10%
Networking Products 10.55%
Satellite Telecommunication 1.11%
Telecommunication Services 3.52%
Telecommunication Equipment 7.93%
Telephone-Integrated 2.56%
Other 8.26%
------
Total 100%
</TABLE>
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 index even though the stock's outlook or its market
value or yield may have changed.
. The Portfolio is concentrated in the software and technology industries. Ad-
verse developments in these industries may affect the value
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3
<PAGE>
of your Units. Companies involved in the software and technology industries
must contend with rapid changes in technology, intense competition, govern-
ment regulation, and the rapid obsolescence of products and services.
. The Portfolio may contain stocks of foreign companies. The Portfolio's in-
vestment in foreign stock presents additional risk. Foreign companies may be
affected by adverse political, diplomatic and economic developments; changes
in foreign currency exchange rates; taxes; less publicly available informa-
tion; greater price volatility; less liquidity and other factors.
. The performance of the Portfolio may not sufficiently correspond with the
performance of the index. This is due to a variety of factors that include:
--the impracticability of owning each of the securities in the index with
the exact weightings at any given time;
--the possibility of tracking errors;
--the time that elapses between a change in the index and a change in the
Portfolio; and
--sales charges and expenses.
Investor Suitability
The Portfolio may be suitable for you if:
. You are seeking to own the components of the Nasdaq-100 Index in one conve-
nient package;
. You want capital appreciation potential; and
. The Portfolio represents only a portion of your overall investment portfo-
lio.
The Portfolio is not appropriate for you if:
. You are unwilling to take the risks involved with owning an unmanaged index-
based equity investment;
. You are seeking preservation of capital or high current income; or
. You do not have a long-term investment horizon.
Fees and Expenses
This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
<TABLE>
<CAPTION>
Approximate
% of Public
Offering
Amount per Unit Price (1)
--------------- -----------
<S> <C> <C>
Sales Charge
Maximum Sales Charge (Deferred)(2) ................ $ 0.450 4.50%(2)
Estimated Annual Operating Expenses
Trustee's Fee...................................... $0.0095 0.095%
Sponsor's Supervisory Fee.......................... $0.0035 0.035%
Bookkeeping and Administrative Fees................ $0.0025 0.025%
Evaluator's Fees................................... $0.0030 0.030%
Creation and Development Fee(3).................... $0.0250 0.250%
Other Operating Expenses(4)........................ $0.0055 0.055%
------- ------
Total.............................................. $0.0490 0.490%
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) The Maximum Sales Charge is a fixed dollar amount of $0.45 per Unit, how-
ever, the Maximum Sales Charge may not exceed 5.5% of the Public Offering
Price. The entire sales charge is deferred for investors who purchase
Units prior to the first deferred sales charge deduction (see below).
(3) The Creation and Development Fee compensates the Sponsor for creating and
developing the Portfolio. The Portfolio accrues the fee daily during the
life of the Portfolio based on its average net asset value and pays the
Sponsor monthly. In connection with the Creation and Development Fee, in
no event will the Sponsor collect over the life of the Portfolio more than
2.75% of a Unitholder's initial investment. The per Unit Creation and De-
velopment Fee provided above is based on a $10 per Unit Public Offering
Price on the Initial Date of Deposit. The actual annual Creation and De-
velopment Fee that will be charged is 0.25% of average daily net assets
and will exceed the per Unit fee provided above for Units whose value ex-
ceeds $10 per Unit.
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4
<PAGE>
(4) Other Operating Expenses include annual licensing fees paid to cover a li-
cense to use service marks, trademarks and trade names of Nasdaq but do
not include brokerage costs and other transactional fees.
(5) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or 6 months after Initial Date of
Deposit.
The entire sales charge is deferred and deducted monthly in installments of
$0.09 per Unit from November 30, 2000 through March 31, 2001. However, for
Units purchased after the beginning of the deferred sales charge period you
will pay an upfront sales charge equal to the deferred sales charges already
collected. The Maximum Sales Charge will not exceed 5.5% of the Public Offer-
ing Price of the Units.
The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
Your maximum
If you buy the following number of Units:* sales charge will be:
- ---------------------------------------------------------- ---------------------
<S> <C>
Less than 5,000........................................... $0.450
5,000 to 9,999............................................ $0.425
10,000 to 24,999.......................................... $0.400
25,000 to 49,999.......................................... $0.350
50,000 to 99,999.......................................... $0.250
100,000 or more........................................... $0.150
</TABLE>
* 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.
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>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------- ------- ---------
<S> <C> <C>
$521.50 $621.49 $730.71
</TABLE>
See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.
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5
<PAGE>
- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, April 27, 2000)
Nuveen Nasdaq-100 Index Portfolio, April 2000
<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Portfolio(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
195 Cisco Systems, Inc. CSCO 8.70% $ 66.7500 $13,016
142 Microsoft Corporation MSFT 6.46 68.0000 9,656
93 Intel Corporation INTC 7.51 120.8125 11,236
68 QUALCOMM Incorporated QCOM 4.42 97.2500 6,613
95 Oracle Corporation ORCL 4.59 72.1875 6,858
53 JDS Uniphase Corporation JDSU 3.26 92.0000 4,876
54 Sun Microsystems, Inc. SUNW 3.23 89.5625 4,836
36 Nextel Communications, Inc. NXTL 2.50 103.7500 3,735
75 Dell Computer Corporation DELL 2.51 50.0000 3,750
32 VERITAS Software Corporation VRTS 2.14 99.8750 3,196
81 MCI WorldCom, Inc. WCOM 2.21 40.8750 3,311
32 Applied Materials, Inc. AMAT 1.94 90.4375 2,894
20 Yahoo! Inc. YHOO 1.59 119.1250 2,383
34 Xilinx, Inc. XLNX 1.49 65.5000 2,227
54 Immunex Corporation IMNX 1.32 36.6250 1,978
18 Apple Computer, Inc. AAPL 1.46 121.3125 2,184
18 Siebel Systems, Inc. SEBL 1.37 113.6250 2,045
38 Amgen Inc. AMGN 1.45 57.2500 2,176
22 Altera Corporation ALTR 1.43 97.5625 2,146
66 Global Crossing Ltd. GBLX 1.30 29.5625 1,951
31 Maxim Integrated Products, Inc. MXIM 1.24 59.6250 1,848
20 Level 3 Communications, Inc. LVLT 1.11 83.0000 1,660
12 PMC-Sierra, Inc. PMCS 1.36 170.0000 2,040
20 LM Ericsson Telephone Company ERICY 1.08 80.8750 1,618
33 Linear Technology Corporation LLTC 1.10 49.6250 1,638
25 Network Appliance, Inc. NTAP 1.02 61.1250 1,528
30 ADC Telecommunications, Inc. ADCT 1.09 54.3750 1,631
13 i2 Technologies, Inc. ITWO 1.00 114.5000 1,489
23 CMGI, Inc. CMGI 0.89 58.0000 1,334
14 VoiceStream Wireless Corporation VSTR 0.78 83.0000 1,162
13 CIENA Corporation CIEN 1.00 115.5625 1,502
41 Metromedia Fiber Network, Inc. MFNX 0.73 26.6250 1,092
33 Comcast Corporation CMCSK 0.91 41.3750 1,365
8 eBay Inc. EBAY 0.80 149.2500 1,194
18 KLA-Tencor Corporation KLAC 0.77 63.6875 1,146
11 Applied Micro Circuits Corporation AMCC 0.78 106.4219 1,171
17 Citrix Systems, Inc. CTXS 0.61 53.2500 905
13 Comverse Technology, Inc. CMVT 0.70 80.8750 1,051
19 Conexant Systems, Inc. CNXT 0.72 56.5000 1,074
9 Adobe Systems Incorporated ADBE 0.69 114.8750 1,034
19 Costco Wholesale Corporation COST 0.70 54.9375 1,044
18 Amazon.com, Inc. AMZN 0.64 53.5000 963
6 SDL, Inc. SDLI 0.72 178.5000 1,071
18 EchoStar Communications Corporation DISH 0.69 57.4375 1,034
19 Paychex, Inc. PAYX 0.66 51.8750 986
20 American Power Conversion Corporation APCC 0.55 41.1875 824
6 Network Solutions, Inc. NSOL 0.46 115.3750 692
20 Chiron Corporation CHIR 0.54 40.7500 815
6 MedImmune, Inc. MEDI 0.56 139.3125 836
14 Vitesse Semiconductor Corporation VTSS 0.53 56.5000 791
12 NTL Incorporated NTLI 0.53 66.5000 798
18 Tellabs, Inc. TLAB 0.63 52.3125 942
15 Biogen, Inc. BGEN 0.55 54.8750 823
23 BroadVision, Inc. BVSN 0.50 32.3750 745
37 McLeodUSA Incorporated MCLD 0.57 23.1875 858
20 Starbucks Corporation SBUX 0.50 37.1250 743
</TABLE>
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6
<PAGE>
<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Portfolio(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
17 Gemstar International Group, Limited GMST 0.44% $ 38.4375 $ 653
20 Intuit Inc. INTU 0.50 37.1250 743
16 PanAmSat Corporation SPOT 0.42 39.4375 631
13 Atmel Corporation ATML 0.38 43.1250 561
31 Novell, Inc. NOVL 0.41 19.8125 614
15 BMC Software, Inc. BMCS 0.45 44.5000 668
7 NEXTLINK Communications, Inc. NXLK 0.35 75.0000 525
7 RF Micro Devices, Inc. RFMD 0.40 85.0000 595
11 Sanmina Corporation SANM 0.43 58.8750 648
16 Cintas Corporation CTAS 0.40 37.6250 602
15 3Com Corporation COMS 0.39 38.7500 581
14 Bed Bath & Beyond Inc. BBBY 0.37 39.6250 555
27 USA Networks, Inc. USAI 0.37 20.3750 550
6 QLogic Corporation QLGC 0.29 73.3750 440
23 At Home Corporation ATHM 0.27 17.2500 397
30 PeopleSoft, Inc. PSFT 0.30 14.8750 446
25 Staples, Inc. SPLS 0.32 19.0000 475
10 Adelphia Communications Corporation ADLAC 0.32 48.0000 480
12 Fiserv, Inc. FISV 0.34 42.6250 512
12 Biomet, Inc. BMET 0.28 35.1250 422
11 Lycos, Inc. LCOS 0.28 38.0000 418
8 Molex Incorporated MOLX 0.28 52.0000 416
11 RealNetworks, Inc. RNWK 0.27 36.5000 402
18 Concord EFS, Inc. CEFT 0.27 22.3125 402
8 Genzyme Corporation GENZ 0.23 42.5625 341
7 PACCAR Inc. PCAR 0.21 45.8750 321
5 Microchip Technology Incorporated MCHP 0.19 57.0000 285
5 Electronic Arts Inc. ERTS 0.20 60.3125 302
11 Network Associates, Inc. NETA 0.17 23.0625 254
6 Synopsys, Inc. SNPS 0.16 40.0000 240
30 Parametric Technology Corporation PMTC 0.16 8.0625 242
17 Smurfit-Stone Container Corporation SSCC 0.17 14.5000 247
8 CNET Networks, Inc. CNET 0.17 32.3750 259
7 Adaptec, Inc. ADPT 0.14 29.0000 203
4 Dollar Tree Stores, Inc. DLTR 0.16 57.8750 232
7 Sigma-Aldrich Corporation SIAL 0.13 27.6250 193
18 Compuware Corporation CPWR 0.14 11.8125 213
13 Quintiles Transnational Corp. QTRN 0.12 14.3125 186
6 Apollo Group, Inc. APOL 0.11 26.6875 160
5 Herman Miller, Inc. MLHR 0.09 26.9375 135
6 Northwest Airlines Corporation NWAC 0.10 24.0000 144
3 PacifiCare Health Systems, Inc. PHSY 0.11 55.2500 166
7 Legato Systems, Inc. LGTOE 0.06 12.9375 91
6 VISX, Incorporated VISX 0.06 15.0000 90
----- ---- --------
2,454 100% $149,554
===== ==== ========
</TABLE>
- ---------
See "Notes to Portfolios."
Advertising and sales literature may include brief descriptions of the
principal businesses of the companies represented in the Portfolio.
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.
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7
<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 April 27, 2000, the Initial Date of Deposit, the per Unit Public Offer-
ing Price for the Portfolio is $10.00. As described above, Units are subject
to deferred sales charges and in some cases, an upfront sales charge. The Pub-
lic Offering Price includes the upfront sales charge, if applicable, and esti-
mated organization costs of $0.0225 per Unit. The Public Offering Price
changes every day with changes in the price of the securities. As of the close
of business on April 27, 2000, the number of Units of the Portfolio may be ad-
justed so that the per Unit Public Offering Price will equal $10.00.
Wrap Account Purchases and certain other investors described in Part B of the
Prospectus, may buy Units with a reduced sales charge of $0.100 per Unit. Wrap
Account arrangements generally involve additional fees charged by your broker,
financial advisor or financial planner.
The discount for Wrap Account Purchases is available whether or not you pur-
chase Units with the Wrap CUSIP option. However, if you purchase Units with
the Wrap CUSIP option you should be aware that all distributions (other than
the liquidation distribution) from such Units will be invested in additional
Units of the Portfolio.
The 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 or foreign securities exchange or The Nasdaq Stock Market, Inc. every
business day.
The Sponsor intends to periodically create additional Units of the Portfolio.
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 of the Prospectus
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.
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.
See "Redemption" and "Market for Units" in Part B of the Prospectus for de-
tails.
Risk Factors
You can lose money by investing in the Portfolio. Recently, equity markets
have experienced significant volatility. Your investment is at risk primarily
because of:
. Market risk
Market risk is the risk that a particular stock in the Portfolio, the Port-
folio 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 a 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.
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8
<PAGE>
. Correlation risk
The performance of the Portfolio may not sufficiently correspond to the per-
formance of the index due to a variety of factors that include:
--The impracticability of owning each of the securities in the index with
the exact weighting at a given time;
--The possibility of tracking errors;
--The time that elapses between a change in the index and a change in a
Portfolio; and
--Sales charges and expenses.
. 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 the Portfolio
less diversified and subject to more market risk. The Portfolio is concen-
trated in the securities of software and technology companies.
Here is what you should know about the Portfolio's concentration in stocks
of the software and technology industries:
--Companies involved in these industries must contend with:
rapid changes in technology;
worldwide competition;
rapid obsolescence of products and services;
cyclical market patterns;
government regulation;
evolving industry standards; and
frequent new product introductions.
--The stocks of many software and technology companies have exceptionally
high price-to-earnings ratios with little or no earnings histories.
--Many software and technology companies have experienced extreme price and
volume fluctuations that often have been unrelated to their operating per-
formance.
--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.
.Foreign risks
Certain of the securities included in the Portfolio may be stocks and/or
American Depositary Receipts ("ADRs") of foreign companies. ADRs are denomi-
nated in U.S. dollars and are typically issued by a U.S. bank or trust com-
pany. An ADR evidences ownership of an underlying foreign security.
Foreign securities present risks beyond securities of U.S. issuers. Foreign
securities may be affected by:
--adverse political, diplomatic and economic developments;
--political or economic instability;
--higher brokerage costs;
--currency risk;
--less liquidity;
--more volatile prices;
--reduced government regulation;
--different accounting standards;
--foreign taxation; and
--less publicly available information.
The U.S. and foreign equity markets often rise and fall at different times
or by different amounts due to economic or other developments particular to
a given country. This phenomenon would tend to lower the overall price vola-
tility of a portfolio that included both U.S. and foreign stocks. Sometimes,
however, global trends will cause the U.S. and foreign markets to move in
the same direction, reducing or eliminating the risk reduction benefit of
international investing.
. Litigation
Microsoft Corporation is currently engaged in litigation with Sun
Microsystems, Inc., the U.S. Department of Justice and several state Attor-
neys General. The complaints against Microsoft include copyright infringe-
ment, unfair competition and anti-trust violations. The
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9
<PAGE>
claims seek injunctive relief and monetary damages. In the action brought
against Microsoft by the U.S. Department of Justice, the United States Dis-
trict Court for the District of Columbia issued findings of fact that in-
cluded a finding that Microsoft possesses and exercised monopoly power. The
court also recently entered an order finding that Microsoft exercised this
power in violation of the Sherman Antitrust Act and various state antitrust
laws. The next step in the litigation will be for the court to determine the
penalties against Microsoft. The possible remedies that could potentially be
considered by the court, according to industry experts, range from a possi-
ble breakup of Microsoft to remedies such as ordering the company to surren-
der its blueprint, or "source code," for its Windows operating software.
Microsoft has stated that it will appeal this ruling following the penalties
phase and final decree. It is possible that any remedy could have a material
adverse impact on Microsoft, however, it is impossible to predict the impact
that any penalty may have on Microsoft's business in the future.
Distributions
Income Distributions
Cash dividends received by the Portfolio, net of expenses, will be paid each
June 30 and December 31 ("Income Distribution Dates"), beginning June 30,
2000, 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
annually each December 31 ("Capital Distribution Date") to Unitholders of rec-
ord each December 15 ("Capital Record Date"). In certain circumstances, addi-
tional distributions may be made.
See "Distributions To Unitholders" in Part B of the Prospectus for more de-
tails.
General Information
Termination
Commencing on April 26, 2005, the Mandatory Termination Date, the securities
in the Portfolio will begin to be sold as prescribed by the Sponsor. The
Trustee will provide written notice of the termination to Unitholders which
will specify when certificates may be surrendered.
Unitholders will receive a cash distribution within a reasonable time after
the Portfolio's termination. See "Distributions to Unitholders" and "Other In-
formation--Termination of Indenture" in Part B of the Prospectus for more de-
tails.
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 our investors. Nuveen, a leader in tax-effi-
cient investing, believes that a carefully selected portfolio can play an im-
portant role in building and sustaining the wealth of a lifetime. Nuveen began
offering defined portfolios in 1961 and more than 1.5 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 Portfolios. We invite you to discuss the contents with your fi-
nancial advisor, or you may call us at 800-257-8787 for additional informa-
tion.
Dealer Concessions
The Sponsor plans to allow a concession of $0.35 per Unit for non-breakpoint
purchases of Units to dealer firms in connection with the sale of Units in a
given transaction. But, in no event will the concession exceed 4.279% of the
Public Offering Price.
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 Ac-
count Purchases and other investors entitled to the sales charge reduction ap-
plicable for Wrap Account Purchases, as follows:
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
$ Concession
Number of Units* per Unit
- ---------------- ------------
<S> <C>
Less than 5,000.................................................... $0.350
5,000 to 9,999..................................................... $0.325
10,000 to 24,999................................................... $0.300
25,000 to 49,999................................................... $0.250
50,000 to 99,999................................................... $0.150
100,000 or more.................................................... $0.075
Wrap Accounts...................................................... 0.000
</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
discount per Unit.
---
10
<PAGE>
See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.
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).
The minimum LOI investment is $50,000. See "Public Offering 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 distributions
from a Portfolio can be re- invested into additional Units of the Portfolio
without a sales charge. See "Distributions to Unitholders" and "Accumulation
Plan" in Part B of the Prospectus for details.
Nuveen Mutual Funds
Unit 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 advisor.
---
11
<PAGE>
- -------------------------------------------------------------------------------
Notes to Portfolio
(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 April 26, 2000.
(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>
Value of Cost to Gain
Securities Sponsor (loss)
---------- -------- ------
<S> <C> <C> <C>
Nasdaq-100 Index Portfolio........................ $149,554 $149,781 $(227)
</TABLE>
(3) The percentages listed represent each security's proportionate relation-
ship of all index stocks based on market value as of April 26, 2000. The
securities are listed in descending order based on percentage of index as
of April 19, 2000. Because the stocks included in the index and the value
of such stocks may change from time to time, and because the Portfolio may
not be able to duplicate the index exactly, the percentages set forth do
not represent the actual weighting of each security listed in the Schedule
of Investments on the Initial Date of Deposit or on any subsequent date.
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.
- -------------------------------------------------------------------------------
---
12
<PAGE>
Statement of Condition
(at the Initial Date of Deposit, April 27, 2000)
<TABLE>
<CAPTION>
Nasdaq-
100
Portfolio
---------
<S> <C>
Trust Property
Investment in securities represented by purchase contracts(1)(2)..... $149,554
========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)........................................... $ 6,730
Reimbursement of Sponsor for organization costs(4)................. $ 336
--------
Total........................................................... $ 7,066
========
Interest of Unitholders:
Units of fractional undivided interest outstanding................. 14,955
Cost to investors(5)............................................... $149,554
Less: Gross underwriting commission(6)............................ $ 6,730
Less: Organization costs(4)....................................... $ 336
--------
Net amount applicable to investors................................. $142,488
--------
Total........................................................... $149,554
========
</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 ($0.45
per Unit), payable to the Sponsor in five equal monthly installments of
$0.09 per Unit beginning on November 30, 2000, and on the last business
day of each month thereafter through March 31, 2001.
(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
the Portfolio. These costs have been estimated at $0.0225 per Unit for the
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 the 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 $0.450 per Unit has been calculated
on the assumption that the Units sold are not subject to a reduction of
sales charges. In single transactions involving 5,000 Units or more, the
sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B of this
Prospectus.)
---
13
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 89:
We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 89 as of April 27, 2000. These financial statements
are the responsibility of the Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally ac-
cepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial state-
ments are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the irrevocable letter of
credit arrangement for the purchase of securities, described in Note (2) to
the statement of condition, by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant estimates
made by the Sponsor, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 89 as of April 27, 2000,
in conformity with accounting principles generally accepted in the United
States.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 27, 2000
---
14
<PAGE>
{LOGO]
NUVEEN UNIT TRUSTS, SERIES 89
PROSPECTUS -- PART A
April 27, 2000
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. 333-35244)
Investment Company Act of 1940 (file no. 811-08103)
More information about the Portfolio, including the code of ethics adopted by
the Sponsor and the Portfolio, can be found in the Commission's Public Refer-
ence Room. Information about the operation of the Public Reference Room may be
obtained by calling the Commission at 1-202-942-8090. Portfolio information is
also available on the EDGAR Database on the Commission's website at
http://www.sec.gov, or may be obtained at proscribed rates by sending an e-mail
request to publicinfo.sec.gov or by writing to the Commission's Public Refer-
ence Section at 450 Fifth Street NW, Washington, D.C. 20549-0102.
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>
[LOGO]
Nuveen Index Portfolio Prospectus
Prospectus Part B dated April 27, 2000
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 or
Trusts and provides specific information regarding each Trust's portfolio,
strategies, investment objectives, expenses, financial highlights, income and
capital distributions, 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 an initial 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
annually and 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, if applicable,
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. 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
THE PORTFOLIOS............................................................. 5
THE NASDAQ-100 INDEX....................................................... 6
NASDAQ(R)-100 INDEX LICENSING AGREEMENT.................................... 7
PUBLIC OFFERING PRICE...................................................... 8
MARKET FOR UNITS........................................................... 10
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 11
TAX STATUS................................................................. 11
RETIREMENT PLANS........................................................... 13
TRUST OPERATING EXPENSES................................................... 13
INVESTMENT SUPERVISION..................................................... 14
DISTRIBUTIONS TO UNITHOLDERS............................................... 15
ACCUMULATION PLAN.......................................................... 16
REPORTS TO UNITHOLDERS..................................................... 16
UNIT VALUE AND EVALUATION.................................................. 17
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 17
OWNERSHIP AND TRANSFER OF UNITS............................................ 18
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 19
REDEMPTION................................................................. 19
PURCHASE OF UNITS BY THE SPONSOR........................................... 20
INFORMATION ABOUT THE TRUSTEE.............................................. 20
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 21
SUCCESSOR TRUSTEES AND SPONSORS............................................ 21
INFORMATION ABOUT THE SPONSOR.............................................. 21
INFORMATION ABOUT THE EVALUATOR............................................ 22
OTHER INFORMATION.......................................................... 22
LEGAL OPINION.............................................................. 23
AUDITORS................................................................... 23
CODE OF ETHICS............................................................. 23
SUPPLEMENTAL INFORMATION................................................... 23
</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 underlying unit investment trust(s) 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 Trustee.
The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of the securities 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 an initial list of the Securities deposited in the
applicable Trust. See also, "Primary Risks" 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. 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 Trusts employ an indexing strategy and attempt to track the performance
of a specific market index. There can be no assurance that a Trust will be
able to track the performance of an index because it may be impracticable for
the Trust to duplicate or maintain precisely the relative weightings of the
common stocks which comprise the related stock index or to purchase all of
such stocks. Additionally, an investment in Units of the Trusts includes
payment of sales charges, fees and expenses which are not considered in the
total return of the related stock index.
Additional Units of each Trust may be issued at any time by depositing in
such Trust additional Securities, contracts to purchase additional Securities
together with cash or irrevocable letters of credit, or cash (or a letter of
credit) to be applied to purchase additional Securities. As additional Units
are issued by a Trust as a result of the deposit of additional Securities, the
aggregate value of the Securities in such Trust will be increased and the
fractional undivided interest in such Trust represented by each Unit will be
decreased. If the Sponsor deposits cash (or a letter of credit), existing and
new investors may experience a dilution of their investments 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 each Trust will pay the associated brokerage fees. To
minimize this effect, each Trust will attempt to purchase the Securities as
close to the evaluation time or as close to the evaluation prices as possible.
See "COMPOSITION OF TRUSTS" below.
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.
3
<PAGE>
Composition of Trusts
Each Trust initially consists of delivery statements relating to contracts
to purchase Securities (or of such Securities) as are listed under "Schedule
of Investments" in Part A of this Prospectus and, thereafter, of such
Securities as may continue to be held from time to time (including certain
Securities deposited in the Trust to create additional Units or in
substitution for Securities not delivered to a Trust.) To assist the Sponsor
in selecting Securities for the Trusts, the Sponsor may use its own resources
to pay outside research service providers.
On the Initial Date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in the Trusts.
This initial deposit into each Trust consisted of shares of each of the stocks
which comprise the related stock index. During an initial adjustment period,
the Sponsor will continue to deposit Securities in a Trust (contracts for the
purchase thereof), or cash (or a letter of credit) with instructions to
purchase such Securities, until at the end of such period when the Trust
contains substantially all of the stocks in the related stock index, in
substantially the same weightings as in such index (the "Initial Adjustment
Period"). The Sponsor estimates that the Initial Adjustment Period will last
no longer than 30 days following the Initial Date of Deposit and could last as
little as one day. During the Initial Adjustment Period, the Sponsor intends
to create and maintain a Trust portfolio that generally corresponds to the
index. In connection with any deposit of Securities, purchase and sale
transactions will generally be effected in accordance with a computer
optimization program. (See "THE PORTFOLIOS").
Precise duplication of the relationship among the Securities in the related
stock index may not be achieved because it may be economically impracticable
or impossible to acquire very small numbers of shares of certain stocks and
because of other procedural policies of the Trusts, but correlation between
the related stock index and each Trust portfolio is expected to be between .97
and .99 over the life of the Trusts. Correlation is a measure of the extent to
which the price of a Trust fluctuates with the price of the index. If a
portfolio held all the securities in the index with exactly the same
weightings as the index at all times, the correlation would be 1.00. Since a
Trust's holdings and weightings will differ for a variety of reasons, the
correlation will be less than 1.00. Although correlation is indirectly related
to performance, it is not a measure of the extent to which the performance of
a Trust will match the performance of the index.
By investing in those Securities determined by the optimization model in
substantially the same proportions which comprise the related stock index,
each Trust seeks to produce investment results that generally correspond to
the price and yield performance of the equity securities represented by such
index over the terms of such Trust. Due to various factors that include, among
others: (1) price movements of the various Securities will not duplicate one
another, (2) the Sponsor's current intention to purchase shares of the
Securities in round lot quantities only, (3) reinvestment of excess proceeds
not needed to meet redemptions of Units may not be sufficient to acquire equal
round lots of all of the Securities in a Trust and (4) reinvestment of
proceeds received from Securities which are no longer components of the
related stock index might not result in the purchase of an equal number of
shares in any replacement Security, there can be no assurance that this goal
will be satisfied. An investment in Units of a Trust should be made with an
understanding that each Trust includes payments of sales charges, fees and
expenses which may not be considered in public statements of the total return
of the related stock index.
Each Trust consists of (a) the Securities listed under the related portfolio
that may continue to be held from time to time in such Trust (b) any
additional equity securities acquired and held by such Trust pursuant to the
provisions of the Indenture and (c) any cash held in the Income and Capital
Accounts of such Trust. Neither the Sponsor nor the Trustee shall be liable in
any way for any failure in any of the Securities. However, should any contract
for the purchase of any of the Securities initially deposited hereunder fail,
the Sponsor will, unless substantially all of the moneys held in a Trust to
cover such purchase are reinvested in substitute Securities in accordance with
the Indenture, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the next distribution date.
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.
4
<PAGE>
Unitholders will be unable to dispose of any of the Securities in a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust
and will vote such stocks in accordance with the instructions of the Sponsor.
The value of the Securities will fluctuate over the life of a Trust and may
be more or less than the value at the time they were deposited in such Trust.
The Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting these
Securities, including the impact of the Sponsor's purchase and sale of
Securities (especially during the primary offering period of Units of a Trust)
and other factors.
Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of a Trust will be adversely affected if trading markets for the
Securities are limited or absent. There can be no assurance that a Trust will
achieve its investment objectives.
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 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.
The Portfolios
Each Trust portfolio will consist of as many of the components of the
related stock index as is feasible in order to seek to achieve the respective
Trust's goal of attempting to provide investment results that duplicate
substantially the total return of the index. Following the Initial Adjustment
Period, each Trust is expected to be invested in no less than 95% of the
stocks comprising the related index. Although it may be impracticable for a
Trust to own certain of such stocks at any time, the Sponsor expects to
maintain a correlation between each Trust portfolio and that of the related
index of between .97 and .99. Adjustments to a Trust portfolio will generally
be made on an ongoing basis in accordance with a computer optimization program
which uses a number of factors, including cash flows, risk, historical
correlation between the underlying stocks in the applicable index and the
index itself and transaction costs in an attempt to produce the optimal
correlation with the applicable index. The Trust may invest in new Securities
in several circumstances, that include, in connection with the creation of
additional Units, as companies are dropped from or added to such index, and as
Securities are sold to meet redemptions or to pay for sales charges and
expenses. These adjustments will be made as practicable generally in
accordance with computer program output showing which of the Securities are
under- or over-represented in a Trust portfolio. Adjustments may also be made
from time to time to maintain the appropriate correlation between a Trust and
the related index. The proceeds from any sale may be distributed or invested
in those Securities which the computer program indicates are under-represented
based upon the computer optimization program. See "INVESTMENT SUPERVISION."
Due to changes in the composition of the applicable index, adjustments to a
Trust portfolio may be made from time to time. It is anticipated that most of
such changes in the applicable indices will occur as a result of merger or ac-
quisition activity. In such cases, a Trust, as a shareholder of an issuer
which is the object of such merger or acquisition activity, will presumably
receive various offers from potential acquirers of the issuer. The Trustee is
not permitted to accept any such offers until such time as the issuer has been
removed from the related index. Since, in most cases, an issuer is removed
from an index only after the consummation of a merger or acquisition, it is
anticipated that the Trusts will generally acquire, in exchange for the stock
of the deleted issuer, the consideration that is being offered to shareholders
of that issuer who have not tendered their shares prior to that time. Any cash
received as consideration in such transactions will generally be reinvested in
the Securities as determined by the computer program output. Any Securities
received as consideration which are not included
5
<PAGE>
in the related index will generally be sold as soon as practicable and will
also generally be reinvested in accordance with the computer optimization pro-
gram.
The Sponsor does not anticipate purchasing or selling stock in quantities
which are not economically practicable. In addition, certain Securities may
not be available in the quantities specified by the computer program. For
these reasons, among others, precise duplication of the proportionate rela-
tionships in the related index may not be possible. See "INVESTMENT SUPERVI-
SION."
The Nasdaq-100 Index
The Nasdaq-100 Index represents the largest and most active non-financial
domestic and international issues listed on The Nasdaq Stock Market. Annual
adjustments were first implemented in 1993 when Nasdaq-100 Index options began
trading on the Chicago Board Options Exchange under the symbol "NDX." In April
1996, Nasdaq-100 futures and options on futures began trading on the Chicago
Mercantile Exchange under the ticker "ND."
All securities in the index are among the top 150 eligible securities based
on closing prices as of October 29, 1999 and the available total shares out-
standing as of November 30, 1999. Nasdaq-100 issues ranked 101 through 150 in
market value will be replaced by larger eligible securities unless the secu-
rity was in the top 100 eligible securities during the previous year's rank-
ing. Eligibility criteria for the index includes a minimum average daily trad-
ing volume of 100,000 shares. Generally, companies also must have seasoned on
Nasdaq or another major exchange, which means they have been listed for a min-
imum of two years. If the security is a foreign security, the company must
have a world wide market value of a least $10 billion, a U.S. market value of
at least $4 billion, and average trading volume of at least 200,000 shares per
day. In addition, foreign securities must be eligible for listed-options trad-
ing.
Effective December 21, 1998, the Nasdaq-100 Index is calculated based upon a
modified capitalization weighted methodology. To accomplish this, Nasdaq re-
views the composition of the Nasdaq-100 Index on a quarterly basis, and ad-
justs the weightings of index components using a proprietary algorithm whenev-
er: (1) any individual component securities represent more than 24 percent of
the total market value of the index; and/or (2) the combined weight of all se-
curities having individual weightings of at least 4.5 percent exceeds 48 per-
cent of the total market value of the index. The index will be subsequently
readjusted only if the index weights exceed the 24 percent and/or 48 percent
thresholds.
The precise post-diversification weightings of component securities in the
index was determined based upon closing prices on December 10, 1998. The ag-
gregate weight of the five largest stocks in the index, approximately 61 per-
cent, was scaled down to 40 percent. Weightings of all index securities are
reset by reducing or enlarging such weights toward 1.0 percent, the average
weight. The value of the adjusted index will continue to be disseminated under
the current symbol NDX.
The Nasdaq-Amex Market Group, which operates The Nasdaq Stock Market is a
subsidiary of the National Association of Securities Dealers, Inc. (NASD(R)),
the largest securities-industry, self-regulatory organization in the United
States.
The Nasdaq Stock Market lists nearly 5,000 companies, has the largest volume
of trades of any financial market, and trades more shares per day than any
other major U.S. market. Since making its debut as the world's first elec-
tronic stock market, Nasdaq has been at the forefront of innovation, using
technology to bring millions of investors together with the world's leading
companies. It is among the world's best regulated stock markets, employing the
industry's most sophisticated surveillance systems and regulatory specialists
to protect investors and provide a fair and competitive trading environment.
The following table depicts the Year-End Index Value for the Nasdaq-100
Index from inception (February 1, 1985) through December 31, 1999 as well as
the total returns of the Nasdaq-100 Index, the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500") and the Dow Jones Industrial Average ("DJIA").
The table uses data that is adjusted to reflect that the Nasdaq-100 Index
level was halved on January 3, 1994, and does not
6
<PAGE>
reflect reinvestment of dividends for the Nasdaq-100 Index. Investors should
note that the figures below represent past performance of the Nasdaq-100
Index, S&P 500 and the DJIA and not their future performance or the
performance of the Nasdaq-100 Index Portfolio (which includes certain fees and
expenses). Past performance is, of course, no guarantee of future results.
<TABLE>
<CAPTION>
Year-End Nasdaq-100 S&P 500 DJIA
Nasdaq-100 Annual Annual Annual
Year Value Returns Returns Returns
- ---- ---------- ---------- ------- --------
<S> <C> <C> <C> <C>
February 1, 1985........................ 125 -- -- --
1985.................................... 132.29 5.83% 31.06% 33.62%
1986.................................... 141.41 6.89% 18.54% 27.25%
1987.................................... 156.25 10.49% 5.67% 5.55%
1988.................................... 177.41 13.54% 16.34% 16.24%
1989.................................... 223.83 26.17% 31.23% 32.24%
1990.................................... 200.53 (10.41)% (3.14)% (0.54)%
1991.................................... 330.86 64.99% 30.00% 24.25%
1992.................................... 360.19 8.86% 7.43% 7.40%
1993.................................... 398.28 10.57% 9.94% 16.97%
1994.................................... 404.27 1.50% 1.29% 5.02%
1995.................................... 576.23 42.54% 37.11% 36.94%
1996.................................... 821.36 42.54% 22.68% 28.91%
1997.................................... 990.80 20.63% 33.10% 24.91%
1998.................................... 1,836.01 85.31% 28.60% 18.15%
1999.................................... 3,707.83 101.95% 21.04% 27.20%
2000 through 4/14....................... 3,505.70 (13.54)% (7.36)% (10.02)%
Average Annual Return Since Nasdaq-100
Index's Inception...................... 25.51% 18.86% 19.86%
</TABLE>
The Nasdaq-100 annual returns have been calculated from the year end values.
The S&P 500 annual returns assume that dividends are reinvested as they are
received. The DJIA annual returns assume dividends are reinvested monthly. The
1, 5, and 10 year annual returns for the Nasdaq-100 Index are 96.21%, 54.31%,
and 30.81% respectively. The 1, 5, and 10 year annual returns for the S&P 500
are 21.04%, 28.36%, and 18.04% respectively. The 1, 5, and 10 year annual re-
turns for the DJIA are 27.20%, 27.08%, and 18.38% respectively.
Because the Nasdaq-100 Index Portfolio is sold to the public at net asset
value plus the applicable sales charge, and the expenses of the Trust are
deducted before making distributions to Unitholders, and because of a variety
of other reasons described in this Prospectus, investment in the Nasdaq-100
Index Portfolio, if it had existed, would have resulted in investment
performance to Unitholders somewhat reduced from that reflected in the above
table.
Investors should note that the Trusts are not sponsored, endorsed or
promoted by or affiliated with The Nasdaq Stock Market, Inc. and The Nasdaq
Stock Market, Inc. makes no representation, express or implied, to the Trusts
or Unitholders regarding the advisability of investing in an index investment
or unit investment trusts generally or in the Trusts specifically or the
ability of the indexes to track general stock market performance.
NASDAQ-100(R) Index Licensing Agreement
The Sponsor has entered into a license agreement with The Nasdaq Stock Mar-
ket, Inc. (the "License Agreement"), under which the Nuveen Nasdaq-100 Index
Portfolio (the "Nasdaq-100 Portfolio") (through the Sponsor) is granted a li-
cense to use the trademarks, service marks and trade names "Nasdaq," "Nasdaq-
100," and "Nasdaq-100 Index" solely in materials relating to the creation and
issuance, marketing and promotion of the Trust and in accordance with any ap-
plicable federal and state securities law to indicate the source of the
Nasdaq-100 Index as a basis for determining the composition of the Trust's
portfolio. As consideration for the grant of the license, the Trust will pay
to The Nasdaq Stock Market, Inc. an annual fee. If the Nasdaq-100 Index ceases
to be compiled or made available or the anticipated correlation between the
Trust and the Nasdaq-100 Index is not maintained, the Sponsor may direct that
the Trust continue to be operated using the Nasdaq-100 Index as it existed on
the last date on which it was available or may direct that the Indenture be
terminated.
7
<PAGE>
Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered trade-
marks or to use the Nasdaq-100 Index, except as specifically described herein
or as may be specified in the Indenture or the License Agreement.
The Trust is not sponsored, endorsed, sold or promoted by The Nasdaq Stock
Market, Inc. (including its affiliates) (the "Corporations"). The Corporations
have not passed on the legality or suitability of, or the accuracy or adequacy
of descriptions and disclosures relating to, the Nasdaq-100 Portfolio or Units
of the Nasdaq-100 Portfolio. The Corporations make no representation or war-
ranty, express or implied to the owners of Units of the Nasdaq-100 Portfolio
or any member of the public regarding the advisability of investing in Securi-
ties generally or in Units of the Nasdaq-100 Portfolio particularly or the
ability of the Nasdaq-100 Index to track general stock market performance. The
Corporations' only relationship to the Sponsor ("Licensee") and the Nasdaq-100
Portfolio is in the licensing of certain trademarks, service marks, and trade
names of the Corporations and the use of the Nasdaq-100 Index which is deter-
mined, composed and calculated by Nasdaq without regard to the Licensee, the
Nasdaq-100 Portfolio or Unitholders of the Nasdaq-100 Portfolio. Nasdaq has no
obligation to take the needs of the Licensee or the owners of the Nasdaq-100
Portfolio into consideration in determining, composing or calculating the
Nasdaq-100 Index. The Corporations are not responsible for and have not par-
ticipated in the determination of the timing, prices, or quantities of the
Units of the Nasdaq-100 Portfolio to be issued or in the determination or cal-
culation of the equation by which the Units of the Nasdaq-100 Portfolio are to
be converted into cash. The Corporations have no liability in connection with
the administration of the Nasdaq-100 Portfolio, marketing or trading of Units
of the Nasdaq-100 Portfolio.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY LICENSEE, OWNERS OF UNITS OF THE NASDAQ-100 PORTFOLIO, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 INDEX OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE
CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
Public Offering Price
The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in a Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of over-the-counter traded
Securities), plus or minus cash, if any, in the Income and Capital Accounts of
the Trust. If Units are purchased after the first deferred sales charge
payment specified in "Risk/Return Summary--Fees and Expenses"
in Part A of the Prospectus, the Public Offering Price includes an upfront
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
significantly shorter time period than the life of the Trust). During the
period ending with the earlier of six
8
<PAGE>
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.
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. 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 as expressed in the letter of intent. For purposes of
letter of intent calculations, units of equity products are valued at $10 per
unit. Due to administrative limitations and in order to permit adequate
tracking, the only secondary market purchases that will be permitted to be
applied toward the intended specified amount and that will receive the
corresponding reduced sales charge are those Units that are acquired through
or from the Sponsor. By establishing a letter of intent, a Unitholder agrees
that the first purchase of Units following the execution of such letter of
intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through
the establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All distributions
on Units held in escrow will be credited to such Unitholder's account. If
total purchases prior to the expiration of the letter of intent period equal
or exceed the amount specified in a Unitholder's letter of intent, the Units
held in escrow will be transferred to such Unitholder's account. A Unitholder
who purchases Units during the letter of intent period in excess of the number
of Units specified in a Unitholder's letter of intent, the amount of which
would cause the Unitholder to be eligible to receive an additional sales
charge reduction, will be allowed such additional sales charge reduction on
the purchase of Units which caused the Unitholder to reach such new breakpoint
level and on all additional purchases of Units during the letter of intent
period. If the total purchases are less than the amount specified, the
Unitholder involved must pay the Sponsor an amount equal to the difference
between the amounts paid for these purchases and the amounts which would have
been paid if the higher sales charge had been applied; the Unitholder will,
however, be entitled to any reduced sales charge qualified for by reaching any
lower breakpoint level. If such Unitholder does not pay the additional amount
within 20 days after written request by the Sponsor or the Unitholder's
securities representative, the Sponsor will instruct the Trustee to redeem an
appropriate number of the escrowed Units to meet the required payment. By
establishing a letter of intent, a Unitholder irrevocably appoints the Sponsor
as attorney to give instructions to redeem any or all of such Unitholder's
escrowed Units, with full power of substitution in the premises. A Unitholder
or his securities representative must notify the Sponsor whenever such
Unitholder makes a purchase of Units that he wishes to be counted towards the
intended amount.
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
9
<PAGE>
on a day on which the New York Stock Exchange (the "Exchange") is scheduled in
advance to close at such earlier time and will adjust the Public Offering
Price of the Units commensurate with such appraisal ("Evaluation Time"). Such
Public Offering Price will be effective for all orders received by a dealer or
the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time. Orders received after that time, or on
a day when the Exchange is closed for a scheduled holiday or weekend, will be
held until the next determination of price.
The graduated sales charges set forth in the table provided in Part A of
this Prospectus will apply on all applicable purchases of Nuveen investment
company securities on any one day by the same 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.
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 services, brokerage services, investment services 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, and Dow Jones &
Company, Inc. ("Dow Jones"), including in each case these individuals and
their spouses, children, parents and spouses' parents, however, purchases by
parents, individuals associated with Dow Jones, and adult children who are not
members of the household of the officers, directors or full-time employees
described above, 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"). 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.
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
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<PAGE>
include 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. (See "REDEMPTION")
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 at which the Securities deposited in the Trusts would have been
offered to the public on the business day prior to the Initial Date of Deposit
were determined by the Trustee.
The amount by which the Trustee's determination of the aggregate value of
the Securities deposited in the Trusts was greater or less than the cost of
such Securities to the Sponsor was profit or loss to the Sponsor. (See Part A
of this Prospectus.) The Sponsor also may realize further profit or sustain
further loss as a result of fluctuations in the Public Offering Price of the
Units. Cash, if any, made available to the Sponsor prior to the settlement
date for a purchase of Units, or prior to the acquisition of all Portfolio
securities by a Trust, may be available for use in the Sponsor's business, and
may be of benefit to the Sponsor.
Tax Status
Each Trust has elected and intends to qualify on a continuing basis for
special federal income tax treatment as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). If a Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to Federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent a Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment
companies." Because the Trusts intend to timely distribute their taxable
income (including any net capital gain), it is anticipated that the Trusts
will not be subject to Federal income tax or the excise tax.
Distributions to Unitholders of a Trust's income, other than distributions
which are designated as capital gain dividends, will be taxable as ordinary
income to Unitholders, except that to the extent that distributions to a
Unitholder in any year exceed the Trust's current and accumulated earnings and
profits, they will be treated as a return of capital and will reduce the
Unitholder's basis in his Units and, to the extent that they exceed his basis,
will be treated as a gain from the sale of his Units as discussed below. Al-
though distributions generally will be treated as distributed when paid, dis-
tributions declared in October, November or December, payable to Unitholders
of record on a specified date in one of those months and paid during January
of the following year will be treated as having been distributed by a Trust
(and received by the Unitholders) on December 31 of the year such distribu-
tions are declared.
Distributions of a Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-
term capital gain, regardless of the length of time the Units have been held
by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will generally be a
capital gain or loss, except in the case of a dealer or a financial institu-
tion. The Internal Revenue Service Restructuring and Reform Act of 1998 (the
"1998 Tax Act") provides that for taxpayers other than corporations, net capi-
tal 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 exclu-
sions) is generally 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
11
<PAGE>
year or less. The date on which a Unit is acquired (i.e., the "trade date") is
excluded for purposes for determining the holding period of the Unit. Capital
gains realized from assets held for one year or less are taxed at the same
rates as ordinary income. Note that if a Unitholder holds Units for six months
or less and subsequently sells such Units at a loss, the loss will be treated
as a long-term capital loss to the extent that any long-term capital gain dis-
tribution is made with respect to such Units during the six-month period or
less that the Unitholder owns the Units.
The Taxpayer Relief Act of 1997 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 pur-
poses of recognition of gain (but not loss) and for purposes of determining
the holding period. Unitholders should consult their own tax advisers with re-
gard to any such constructive sales rules.
In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are consid-
ered "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.
Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the Trust is de-
ferred. It is possible that for federal income tax purposes a portion of the
deferred sales charge may be treated as interest which would be deductible by
a Unitholder subject to limitations on the deduction of investment interest.
In such case, the non-interest portion of the deferred sales charge would be
added to the Unitholder's tax basis in his Units. In any case the income (or
proceeds from redemption) a Unitholder must take into account for federal in-
come tax purposes is not reduced by amounts deducted to pay the deferred sales
charge.
Distributions which are taxable as ordinary income to Unitholders will con-
stitute dividends for federal income tax purposes. When Units are held by cor-
porate Unitholders, Trust distributions may qualify for the 70% dividends-re-
ceived deduction, subject to the limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable
to dividends received by a Trust from United States corporations (other than
real estate investment trusts) and is designated by a Trust as being eligible
for such deduction. To the extent dividends received by a Trust are attribut-
able to foreign corporations, a corporation that owns Units will not be enti-
tled to the dividends-received deduction with respect to its pro rata portion
of such dividends, since the dividends-received deduction is generally avail-
able only with respect to dividends paid by domestic corporations. Each Trust
will provide each Unitholder with information annually concerning what part of
the Trust's distributions are eligible for the dividends received deduction.
The Trust may elect to pass through to the Unitholders the foreign income
and similar taxes paid by the Trust in order to enable such Unitholders to
take a credit (or deduction) for foreign income taxes paid by the Trust. If
such an election is made, Unitholders of the Trust, because they are deemed to
own a pro rata portion of the foreign securities held by the Trust, must in-
clude in their gross income, for federal income tax purposes, both their por-
tion of dividends received by the Trust and also their portion of the amount
which the Trust deems to be the Unitholders' portion of foreign income taxes
paid with respect to, or withheld from, dividends, interest or other income of
the Trust from its foreign investments. Unitholders may then subtract from
their federal income tax the amount of such taxes withheld, or else treat such
foreign taxes as deductions from gross income; however, as in the case of in-
vestors receiving income directly from foreign sources, the above described
tax credit or deduction is subject to certain limitations. The 1997 Act im-
poses a required holding period for such credits. Unitholders should consult
their tax advisers regarding this election and its consequences to them.
Under the Code, certain miscellaneous itemized deductions, such as invest-
ment expenses, tax return preparation fees and employee business expenses,
will be deductible by individuals only to the extent they exceed 2% of ad-
justed gross income. Miscellaneous itemized deductions subject to this limita-
tion under present law do not include expenses incurred by the Trust so long
as the Units of a Trust are held by or for 500 or more persons at all times
during the taxable year or another exception is met. In the event the Units of
a Trust are held by fewer than 500 persons, additional taxable income may be
realized by the individual (and other noncorporate) Unitholders in excess of
the distributions received from the Trust.
12
<PAGE>
Distributions reinvested into additional Units of a Trust will be taxed to a
Unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).
Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the Trust. See "Redemption." Unitholders
electing an in kind distribution of shares of Securities should be aware that
the exchange is subject to taxation and Unitholders will recognize gain or
loss (subject to various nonrecognition provisions under the Code) based on
the value of the Securities received. Investors electing an in kind distribu-
tion should consult their own tax advisers with regard to such transaction.
The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be re-
quested 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 re-
quested, distributions by the Trust to such Unitholder (including amounts re-
ceived upon the redemption of Units) will be subject to back-up withholding.
The foregoing discussion relates only to the federal income tax status of
the Trusts and to the tax treatment of distributions by a Trust to United
States Unitholders.
A Unitholder who is a foreign investor (i.e., an investor other than a
United States citizen or resident or a United States corporation, partnership,
estate or trust) should be aware that, generally, subject to applicable tax
treaties, distributions from a Trust which constitute dividends for Federal
income tax purposes (other than dividends which a Trust designates as capital
gain dividends) will be subject to United States income taxes, including with-
holding taxes. However, distributions received by a foreign investor from a
Trust that are designated by the Trust as capital gain dividends should not be
subject to United States Federal income taxes, including withholding taxes, if
all of the following conditions are met: (i) the capital gain dividend is not
effectively connected with the conduct by the foreign investor of a trade or
business within the United States, (ii) the foreign investor (if an individu-
al) is not present in the United States for 183 days or more during his or her
taxable year, and (iii) the foreign investor provides all certification which
may be required of his status (foreign investors may contact the Sponsor to
obtain a Form W-8 which must be filed with the Trustee and refiled every three
calendar years thereafter). Foreign investors should consult their tax advi-
sors with respect to United States tax consequences of ownership of Units.
Units in a Trust and Trust distributions may also be subject to state and lo-
cal taxation and Unitholders should consult their tax advisors in this regard.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.
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 Trusts (the "Sponsor's Supervisory Fee"). In
providing such supervisory services, the Sponsor may purchase research from a
variety of sources, which may include dealers of the Trusts. If so provided in
Part A of the Prospectus, the Sponsor may also receive an annual fee for
providing bookkeeping and administrative services
13
<PAGE>
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.
Creation and Development Fee. As set forth in Part A of the Prospectus, the
Sponsor will also receive a fee from a Trust for creating and developing the
Trust, including determining the Trust objectives, policies, composition and
size, selecting service providers and information services and for providing
other similar administrative and ministerial functions. The Trust pays this
"creation and development fee" as a percentage of the Trust's average daily
net asset value during the life of the Trust. In connection with the creation
and development fee, in no event will the Sponsor collect over the life of the
Trust more than the amount provided in Part A of the Prospectus. The Sponsor
will not use this fee to pay distribution expenses or as compensation for
sales efforts.
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 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.
Investment Supervision
The Trusts are unit investment trusts and are not "actively managed" funds.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The portfolios of the Trusts,
however, will not be actively managed and therefore the adverse financial
condition of an issuer will not necessarily require the sale of its Securities
from the portfolio.
14
<PAGE>
As a general rule, purchases and sales that will be made with respect to a
Trust's portfolio will be those that seek to maintain, to the extent feasible,
a portfolio which reflects the current components of the stock index, taking
into consideration redemptions, sales of additional Units, cash flows,
expenses and the other factors referred to elsewhere in this Prospectus. See
"THE PORTFOLIOS." Such purchases and sales will generally be made in
accordance with the computer program utilized to maintain the related
portfolio, the Indenture and procedures to be specified by the Sponsor. The
Sponsor or its designated agent may direct the Trustee to dispose of
Securities and either to acquire other Securities through the use of the
proceeds of such disposition in order to make changes in a portfolio, or to
distribute the proceeds of such disposition to Unitholders (i) as necessary to
reflect any additions to or deletions from the stock index, (ii) as may be
necessary to establish a closer correlation between the Trust portfolio and
the stock index, (iii) as may be required for purposes of distributing to
Unitholders, when required, their pro rata share of any net realized capital
gains or income, or (iv) as the Sponsor may otherwise determine. In the event
the Trustee receives any Securities or other properties relating to the
Securities (other than normal dividends) acquired in exchange for Securities
such as those acquired in connection with a reorganization, recapitalization,
merger or other transaction, the Trustee is directed to sell such Securities
or other property. However, if the Securities received are components of the
applicable index, the Sponsor may advise the Trustee to keep such Securities.
Any proceeds received in an exchange shall, as the Sponsor or its designee may
direct, be reinvested into any Securities included in the applicable index, or
distributed to Unitholders. In addition, the Sponsor will instruct the Trustee
to dispose of certain Securities and to take such further action as may be
needed from time to time to ensure that the Trust continues to satisfy the
qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue
Code, and as may be needed from time to time to avoid the imposition of any
excise or income tax on the Trust as a regulated investment company. All
purchases and sales are made by the Trustee at the direction of the Sponsor or
its designated agent. The Trustee has no responsibility for the composition of
the Trust portfolio or for loss resulting from any transaction directed by the
Sponsor or its agent. When directed by the Sponsor, the Trustee, or an
affiliate, will enter into foreign exchange transactions with the Trust and
may benefit from such transactions in the ordinary course of its foreign
exchange business.
Proceeds from the sale of Securities (or any securities or other property
received by a Trust in exchange for Securities) are generally credited to the
Capital Account for distribution to Unitholders, to meet redemptions or for
reinvestment into additional Securities in accordance with the optimization
program. The Trustee may also sell Securities, designated by the Sponsor or
its designated agent, from a Trust for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses. 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.
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 Capital Distribution
Date to Unitholders of record on the Capital Record Date, unless such amounts
are reinvested into additional Securities. 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. In addition,
because the Trusts have elected to be taxed as "regulated investment
companies," the Trustee may make such distributions to Unitholders as may be
necessary or desirable to maintain the status of the Trusts as regulated
investment companies or to avoid the imposition of any excise or income tax on
a Trust.
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.
15
<PAGE>
Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the Unitholder's tax
identification number in the manner required by such regulations. Any amount
so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances, the Trustee obtains the Unitholder's tax
identification number from the selling broker. However, a Unitholder should
examine his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order to avoid this
possible "back-up withholding." In the event the Trustee has not been
previously provided such number, one should be provided as soon as possible.
Within a reasonable time after a Trust is terminated, each Unitholder will,
upon surrender of his Units for redemption, receive (i) the pro rata share of
the amounts realized upon the disposition of Securities, and (ii) a pro rata
share of any other assets of such Trust, less expenses of such Trust.
The Trustee will credit to the Income Account of a Trust any dividends
received on the Securities therein. All other receipts (e.g., return of
capital, etc.) are credited to the Capital Account of a Trust.
The Trustee may establish reserves (the "Reserve Account") within a Trust
for state and local taxes, if any, and any governmental charges payable out of
such Trust.
Distribution Reinvestment. Any Unitholder may elect to have each distribu-
tion of income on his Units, other than the final liquidating distribution in
connection with the termination of a Trust, automatically reinvested in addi-
tional Units of such Trust without additional sales charges. If you elect to
have distributions reinvested into additional Units of your Trust, in addition
to the reinvestment Units you receive you will also be credited additional
Units with a dollar value at the time of reinvestment sufficient to offset the
amount of any remaining deferred sales charge to be collected on such rein-
vestment Units. The dollar value of these additional Units (as with all Units)
will fluctuate over time. Each person who purchases Units of a Trust may elect
to participate in the reinvestment option by notifying the Trustee in writing
of their election. Reinvestment may not be available in all states. So long as
the election is received by the Trustee at least 10 days prior to the Record
Date for a given distribution, each subsequent distribution of income and/or
capital, as selected by the Unitholder, will be automatically applied by the
Trustee to purchase additional Units of a Trust. 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.
Reports to Unitholders
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at
any time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust that provides (1) a summary of
transactions in the Trust for such year; (2) any Security sold during the year
and the Securities held at the end of such year by the Trust; (3) the
redemption price per Unit based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts of income and capital distributed during such year.
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<PAGE>
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 a Trust.
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 a Trust in the following manner: if the Securities are listed on
a foreign or U.S. securities exchange or The NASDAQ Stock Market, Inc.
("listed Securities"), this evaluation is generally based on the most recent
closing sale price prior to the Evaluation Time on that exchange or that
system where the Securities are principally traded (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. For foreign Securities the aggregate underlying value of the Securities
during the initial offering period is computed on the basis of the offering
side value of the relevant currency exchange rate expressed in U.S. dollars as
of the Evaluation Time. After the initial offering period has ended, the
aggregate underlying value of the foreign Securities is computed on the basis
of the bid side value of the relevant currency exchange rate expressed in U.S.
dollars as of the Evaluation Time.
With respect to any Security not listed on a foreign or U.S. securities
exchange or The NASDAQ Stock Market, Inc., or, with respect to a Security so
listed but in the unusual circumstance in which the Evaluator deems the
closing sale price on the relevant exchange to be inappropriate as a basis for
valuation, upon the Evaluator's request, the Sponsor shall, from time to time,
designate one or more evaluation services or other sources of information on
which the Evaluator shall be authorized conclusively to rely in evaluating
such Security, and the Evaluator shall have no liability for any errors in the
information so received. The cost thereof shall be an expense reimbursable to
the Trustee from the Income and Capital Accounts.
Distributions of Units to the Public
Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States of
America.
Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial banks
under an agreement to release such Units from time to time as needed for
distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
IRA purchases), whichever is less. The Sponsor reserves the right to reject,
in whole or in part, any order for the purchase of Units.
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<PAGE>
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.
Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of Nuveen unit trusts (other than any series of the
Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM Portfolios) sold in
the primary or secondary market during any quarter as set forth in the table
below. Eligible Dealer Firms are dealers that are providing marketing support
for Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2)
providing Nuveen representatives access to the dealer's branch offices, and 3)
generally facilitating the placement of orders by the dealer's registered
representatives such as putting Nuveen unit trusts on their order entry
screens. Eligible Dealer Firms will not include firms that solely provide
clearing services to broker/dealer firms. For purposes of determining the
applicable volume incentive rate for a given quarter, the dollar amount of all
units sold over the current and three previous quarters (the "Measuring
Period") is aggregated. The volume incentive received by the dealer firm will
equal the dollar amount of units sold during the current quarter times the
highest applicable rate for the Measuring Period. For firms that meet the
necessary volume level, volume incentives may be given on all applicable
trades originated from or by that firm.
<TABLE>
<CAPTION>
Total dollar amount sold
over Measuring Period Volume Incentive
-------------------------- --------------------------------
<S> <C>
$ 5,000,000 to $ 9,999,999 0.10% of current quarter sales
$10,000,000 to $19,999,999 0.125% of current quarter sales
$20,000,000 to $49,999,999 0.1375% of current quarter sales
$50,000,000 or more 0.15% of current quarter sales
</TABLE>
Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.
Firms are not entitled to receive any dealer concession 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.")
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)
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<PAGE>
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 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 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. 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.
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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.
Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.
Any amounts paid on redemption representing income shall be withdrawn from
the Income Account of a Trust to the extent that funds are available for such
purpose, or from the Capital Account. All other amounts paid on redemption
shall be withdrawn from the Capital Account.
The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption. To the extent that Securities are sold, the
size and diversity of the Trust will be reduced. Such sales may be required at
a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized. If Securities of a Trust are sold to
pay redemptions and there are excess proceeds after meeting redemption
requests, the Sponsor, or its designee, may, but is not obligated to, instruct
the Trustee to reinvest such excess proceeds in any Securities included in the
related stock index.
The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of a 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.
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.
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.
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Limitations on Liabilities of Sponsor and Trustee
The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith or willful misconduct. The Trustee shall
not be liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Securities. In the event of the failure of the Sponsor
to act under the Indenture, the Trustee may act thereunder and shall not be
liable for any action taken by it in good faith under the Indenture.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of any Trust
which the Trustee may be required to pay under any present or future law of
the United States of America or of any other taxing authority having
jurisdiction. In addition, the Indenture contains other customary provisions
limiting the liability of the Trustee.
Successor Trustees and Sponsors
The Trustee or any successor trustee may resign by executing an instrument
of resignation in writing and filing same with the Sponsor and mailing a copy
of a notice of resignation to all Unitholders then of record. Upon receiving
such notice, the Sponsor is required to promptly appoint a successor trustee.
If the Trustee becomes incapable of acting or is adjudged a bankrupt or
insolvent, or a receiver or other public officer shall take charge of its
property or affairs, the Sponsor may remove the Trustee and appoint a
successor by written instrument. The resignation or removal of a trustee and
the appointment of a successor trustee shall become effective only when the
successor trustee accepts its appointment as such. Any successor trustee shall
be a corporation authorized to exercise corporate trust powers, having
capital, surplus and undivided profits of not less than $5,000,000. Any
corporation into which a trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a trustee shall be a party, shall be the successor trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of
a successor.
If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
Information about the Sponsor
Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for investors seeking to build and sustain their wealth. More than
1.5 million investors have entrusted Nuveen to help them maintain the
lifestyle they currently enjoy.
To meet the unique circumstances and financial planning needs of our
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, defined portfolios,
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 six regional offices.
To help advisors 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.
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In advertising and sales literature, the Sponsor may provide or compare the
performance of a given investment strategy, collection of Trusts or a Trust
sponsored by the Sponsor with that of, or reflect the performance of: (1) the
Consumer Price Index; (2) equity unit trusts of the Sponsor or other unit trust
providers; (3) 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 (4) 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 of the index, investment or strategy returns for any period. This
calculation of standard deviation is sometimes referred to as the "Sharpe
measure" of return.
Information about the Evaluator
The Trustee will serve as Evaluator of the Trusts. The Sponsor intends to
replace the Trustee as Evaluator during the life of the Trusts.
The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If
upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.
The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Indenture shall be made in good faith
upon the basis of the best information available to it, provided, however, that
the Evaluator shall be under no liability to the Trustee, Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
Other Information
Amendment of Indenture
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, (2) to
make such amendments as may be necessary for the Trust to continue to qualify
as a regulated investment company for federal income tax purposes, or (3) to
make such other provisions as shall not adversely affect the Unitholder.
Certain other amendments to the Indenture require the approval of either the
consent of 66 2/3% or 100% of Unitholders. However, the Indenture cannot be
amended to (a) alter the rights to the Unitholders as against each other, (b)
provide the Trustee with the power to engage in business or investment
activities other than as specifically provided in the Indenture or (c)
adversely affect the characterization of the Trust as a regulated investment
company for federal income tax purposes. The Trustee shall advise the
Unitholders of any amendment requiring the consent of Unitholders, or upon
request of the Sponsor, promptly after execution thereof.
Termination of Indenture
A 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.
A 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 Indenture also provides that if at any time the
stock index to which the Trust relates is no longer compiled, maintained or
made available, the Sponsor may (a) direct that the Trust continue to be
operated utilizing the components of the related stock index, as they existed
on the last day on which the stock index's components
22
<PAGE>
were available to the Trust; or (b) direct the Trustee to liquidate the Trust
in such a manner as the Sponsor shall direct. 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 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.
Code of Ethics
The Sponsor and the Trusts have adopted a code of ethics requiring the Spon-
sor's employees who have access to information on Trust transactions to report
personal securities transactions. The purpose of the code is to avoid potential
conflicts of interest and to prevent fraud, deception or misconduct with re-
spect to the Trusts.
Supplemental Information
Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about this Trust, which has
been filed with the Securities and Exchange Commission and is intended to
supplement information contained in Part A and Part B of this Prospectus. This
supplement includes additional general information about the Sponsor and the
Trusts.
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NUVEEN INDEX PORTFOLIO
PROSPECTUS -- PART B
April 27, 2000
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 Nuveen Unit
Trust filed with the Securities and Exchange Commission in Washington, DC un-
der the Securities Act of 1933 and the Investment Company Act of 1940.
More information about the Trusts, including the code of ethics adopted by
the Sponsor and the Nuveen Unit Trusts, can be found in the Commission's Pub-
lic Reference Room. Information about the operation of the Public Reference
Room may be obtained by calling the Commission at 1-202-942-8090. Trust infor-
mation is also available on the EDGAR Database on the Commission's website at
http://www.sec.gov, or may be obtained at proscribed rates by sending an e-
mail request to [email protected] or by writing to the Commission's Public
Reference Section at 450 Fifth Street NW, Washington, D.C. 20549-0102.
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 a Trust are no longer available or for investors who will re-
invest into subsequent series of a Trust, this Prospectus may be used as a
preliminary Prospectus for a future series. If this is the case, investors
should note the following:
1. Information in this Prospectus is not complete and may be changed;
2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and
3. This Prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.
<PAGE>
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT
APRIL 27, 2000
NUVEEN UNIT TRUSTS, SERIES 89
The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("Prospectus"). Copies of the Prospectus can be obtained
by calling or writing the Trustee at The Chase Manhattan Bank, 4 New York Plaza,
New York, NY 10004-2413 (800-257-8787). This Information Supplement has been
created to supplement information contained in the Prospectus.
This Information Supplement is dated April 27, 2000. Capitalized terms
have been defined in the Prospectus.
<PAGE>
TABLE OF CONTENTS
Accumulation Plan
Information About the Sponsor
Risk Factors
<PAGE>
Accumulation Plan
The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and capital
distributions or capital distributions only. Each Accumulation Fund has
investment objectives which differ in certain respects from those of the Trusts
and may invest in securities which would not be eligible for deposit in the
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a prospectus
for each Accumulation Fund through their financial adviser or through the
Sponsor at (800) 257-8787. For a more detailed description, Unitholders should
read the prospectus of the Accumulation Fund in which they are interested.
The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.
Accumulation Funds
Mutual Funds
Nuveen Flagship Municipal Trust
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
Nuveen Flagship Multistate Trust I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
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Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
Nuveen Flagship Multistate Trust II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
Nuveen Flagship Multistate Trust III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
Nuveen Flagship Multistate Trust IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
Flagship Utility Income Fund
Nuveen Municipal Money Market Fund, Inc.
Nuveen Taxable Funds, Inc.
Nuveen Investment Trust
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
Nuveen Investment Trust II
Nuveen Rittenhouse Growth Fund
Nuveen Innovation Fund
Nuveen International Growth Fund
Nuveen Investment Trust III
Nuveen Income Fund
Money Market Funds
Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
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Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.
Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may elect any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("Business Day") if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.
The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital used to purchase shares
of an Accumulation Fund will be separately confirmed by the Transfer Agent.
Unitholders will also receive distribution statements from the Trustee detailing
the amounts transferred to their Accumulation Fund accounts.
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and dividends or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.
INFORMATION ABOUT THE SPONSOR
Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for investors seeking to build and sustain their wealth. More than 1.5
million investors have entrusted Nuveen to help them maintain the lifestyle they
currently enjoy.
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<PAGE>
To meet the unique circumstances and financial planning needs of our
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, defined portfolios,
exchange-traded funds, customized asset management services and cash management
products.
The Sponsor is also principal underwriter of the registered open-end
investment companies set forth herein under "Accumulation Plan" as well as for
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc. Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select
Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund,
Inc., Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas
Quality Income Municipal Fund, Nuveen California Quality Income Municipal Fund,
Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premier
Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc.,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income Portfolio, Nuveen Insured
New York Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund
2, Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured New
York Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund,
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Washington Premium Income
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri
Premium Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund,
Nuveen North Carolina Premium Income Municipal Fund, Nuveen California Premium
Income Municipal Fund, Nuveen Dividend Advantage Municipal Fund, Nuveen
California Dividend Advantage Municipal Fund, Nuveen New York Dividend Advantage
Municipal Fund, Nuveen
-6-
<PAGE>
Insured Premium Income Municipal Fund 2, all registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $35 billion in securities under
management. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal office located in Chicago (333 West Wacker
Drive). Nuveen maintains six regional offices.
To help advisors and investors better understand and more efficiently use
an investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
The Sponsor offers a program of advertising support to registered broker-
dealer firms, banks and bank affiliates ("Firms") that sell Trust Units or
shares of Nuveen Open-End Mutual Funds (excluding money-market funds) ("Funds").
Under this program, the Sponsor will pay or reimburse the Firm for up to one
half of specified media costs incurred in the placement of advertisements which
jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements to the
Firm will be based on the number of the Firm's registered representatives who
have sold Fund Shares and/or Trust Units during the prior calendar year
according to an established schedule. Reimbursements under this program will be
made by the Sponsor and not by the Funds or Trusts.
Risk Factors
An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general conditions
of the common stock market may worsen and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trust(s) have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer any assurance
of income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. The value of
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Securities in a Trust may be
expected to fluctuate over the life of a Trust to values higher or lower than
those prevailing on the Initial Date of Deposit.
Holders of common stock incur more risk than holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Cumulative preferred stock dividends must be paid before
common stock dividends and any cumulative preferred stock dividend omitted is
added to future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on liquidation
which are senior to those of common stockholders.
Foreign Securities Risks. Certain of the Securities in one or more of the
Trusts may be of foreign issuers, and therefore, an investment in such a Trust
involves some investment risks that are different in some respects from an
investment in a Trust that invests entirely in securities of domestic issuers.
Those investment risks include future political and governmental restrictions
which might adversely affect the payment or receipt of payment of dividends on
the relevant Securities, currency exchange rate fluctuations, exchange control
policies, and the limited liquidity and small market capitalization of such
foreign countries' securities markets. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act of
1934, there may be less publicly available information than is available from a
domestic issuer. Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. However, due to
the nature of the issuers of the Securities included in the Trust, the Sponsor
believes that adequate information will be available to allow the Sponsor to
provide portfolio surveillance.
Certain of the Securities in one or more of the Trusts may be in ADR or GDR
form. ADRs, which evidence American Depositary Receipts and GDRs, which evidence
Global Depositary Receipts, represent common stock deposited with a custodian in
a depositary. American Depositary Shares and Global Depositary Shares
(collectively, the "Depositary Receipts") are issued by a bank or trust company
to evidence ownership of underlying securities issued by a foreign corporation.
These instruments may not necessarily be denominated in the same currency as the
securities into which they may be converted. For purposes of the discussion
herein, the terms ADR and GDR generally include American Depositary Shares and
Global Depositary Shares, respectively.
Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the Depositary Receipts holder, while the
company itself is not involved in the transaction. In a sponsored facility, the
issuing company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single depositary
and entail a contractual relationship between the issuer, the shareholder and
the depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues
Depositary Receipts generally charges a fee, based on the price of the
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or other cash
distributions paid in local currency into U.S. dollars and such expenses are
deducted from the amount of the dividend or distribution paid to holders,
resulting in a lower payout per underlying shares represented by the Depositary
Receipts than would be the case if the underlying share were held directly.
Certain tax considerations, including tax rate differentials and withholding
requirements, arising from applications of the tax laws of one nation to
nationals of another and from certain practices in the Depositary Receipts
market may also exist with respect to certain Depositary Receipts. In varying
degrees, any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local market.
In addition, the rights of holders of Depositary Receipts may be different than
those of holders of the underlying shares, and the market for Depositary
Receipts may be less liquid than that for the underlying shares. Depositary
Receipts are registered securities pursuant to the Securities Act of 1933 and
may be subject to the reporting requirements of the Securities Exchange Act of
1934.
For the Securities that are Depositary Receipts, currency fluctuations will
affect the U.S. dollar equivalent of the local currency price of the underlying
domestic share and, as a result, are likely to affect the value of the
Depositary Receipts and consequently the value of the Securities. The foreign
issuers of securities that are Depositary Receipts may pay dividends in foreign
currencies which must be converted into dollars. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the soundness of the
world economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for any
securities of issuers (whether or not they are in Depositary Receipt form) whose
earnings are stated in foreign currencies, or which pay dividends in foreign
currencies or which are traded in foreign currencies, there is a risk that their
United States dollar value will vary with fluctuations in the United States
dollar foreign exchange rates for the relevant currencies.
On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and Spain (eleven of the fifteen
member countries of the European Union ("EU")) are scheduled to establish fixed
conversion rates between their existing sovereign currencies and the euro. On
such date the euro is expected to become the official currency of these eleven
countries. As of January 1, 1999, the participating countries will no longer
control their own monetary policies by directing independent interest rates for
their currencies. Instead, the authority to direct monetary policy, including
money supply and official interest rates for the euro, will be exercised by the
new European Central Bank. The conversion of the national currencies of the
participating countries to the euro could negatively impact the market rate of
the exchange between such currencies (or the newly created euro) and the U.S.
dollar. In addition, European corporations, and other entities with significant
markets or operations in Europe (whether or not in the participating countries),
face strategic challenges as these entities adapt to a single trans-national
currency. The euro conversion may have a material impact on revenues, expenses
or income from operations; increase competition due to the increased price
transparency of EU markets; effect issuers' currency exchange rate risk and
derivatives exposure; disrupt current contracts; cause issuers to increase
spending on information technology updates required for the conversion; and
result in potential adverse tax consequences. The Sponsor is unable to predict
what impact, if any, the euro conversion will have on any of the issuers of
Securities contained in the Trust.
Software and Technology Issuers. An investment in Units of the Nuveen
Nasdaq 100 Index Portfolio should be made with an understanding of the problems
and risks inherent in the software and technology sectors in general. The
Portfolio includes a concentration of issuers within the software and technology
industries.
Software and technology companies generally include companies involved in
the development, design, manufacture and sale of computers, software, computer-
related equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product and
service obsolescence, cyclical market patterns, intense competition, evolving
industry standards and frequent new product introductions. The success of the
issuers of the Securities depends in substantial part on the timely and
successful introduction of new products. An unexpected change in one or more of
the technologies affecting an issuer's products or in the market for products
based on a particular technology could have a material adverse effect on an
issuer's operating results. Furthermore, there can be no assurance that the
issuers of the securities will be able to respond in a timely manner to compete
in the rapidly developing marketplace.
Based on the trading history of software and technology stocks, factors
such as the announcement of new products, the development of new technologies or
the general condition of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate substantially. In
addition, software and technology company stocks have experienced extreme price
and volume fluctuations that often have been unrelated to the operating
performance of such companies. This market volatility may adversely affect the
market price of the securities and therefore the ability of a Unitholder to
redeem Units at a price equal to or greater than the original price paid for
such Units.
Some key components of certain products of software and technology issuers
are currently available only from single sources. There can be no assurance that
in the future suppliers will be able to meet the demand for components in a
timely and cost effective manner. Accordingly, an issuer's operating results and
customer relationships could be adversely affected by either an increase in
price for, or an interruption or reduction in supply of, any key components.
Additionally, many technology issuers are characterized by a highly concentrated
customer base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure to
comply with such standards may result in a significant loss or reduction of
sales. Because many products and technologies of software and technology
companies are incorporated into other related products, such companies are often
highly dependent on the performance of the personal computer, electronics and
telecommunications industries. There can be no assurance that these customers
will place additional orders, or that an issuer of securities will obtain orders
of similar magnitude as past orders from other customers. Similarly, the success
of certain software and technology companies is tied to a relatively small
concentration of products or technologies. Accordingly, a decline in demand of
such products, technologies or from such customers could have a material adverse
impact on issuers of the securities.
Many software or technology companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no assurance
that the steps taken by the issuers of the securities to protect their
proprietary rights will be adequate to prevent misappropriation of their
software or technology or that competitors will not independently develop
software or technologies that are substantially equivalent or superior to such
issuers' software or technology. In addition, due to the increasing public use
of the Internet, it is possible that other laws and regulations may be adopted
to address issues such as privacy, pricing, characteristics, and quality of
Internet products and services. The adoption of any such laws could have a
material adverse impact on the securities in the Portfolio. The above factors
could adversely affect the value of the Trust's Units.
-7-
<PAGE>
Contents of Registration Statement
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
Insurer/Policy No. Amount
Reliance Insurance Company
B 262 6895 $26,000,000
B. This amendment to the Registration Statement comprises the following papers
and documents:
The facing sheet
The Prospectus
The signatures
Consents of Independent Public
Accountants and Counsel as indicated
Exhibits as listed on page S-5
C. Explanatory Note
This amendment to the Registration Statement may contain multiple separate
prospectuses. Each prospectus will relate to an individual unit investment trust
and will consist of a Part A, a Part B and an Information Supplement. Each
prospectus will be identical with the exception of the respective Part A which
will contain the financial information specific to such underlying unit
investment trust.
D. Undertakings
1. The Information Supplement to the Trust(s) will not include third party
financial information.
S-1
<PAGE>
Signatures
The Registrant, Nuveen Unit Trusts, Series 89 hereby identifies Series
82, Series 75, Series 66, Series 65, Series 63, Series 61, Series 53, Series 52,
Series 51, Series 50, Series 46, Series 43, Series 39, Series 38, Series 37,
Series 36, Series 35, Series 33, Series 4 and Series 1 of the Nuveen Unit Trusts
for purposes of the representations required by Rule 487 and represents the
following:
(1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series;
(2) that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information for, the
series with respect to the securities of which this Registration Statement is
being filed, this Registration Statement does not contain disclosures that
differ in any material respect from those contained in the registration
statements for such previous series as to which the effective date was
determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of
1933.
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 89 has duly caused this Amendment of 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 27th day of
April, 2000.
NUVEEN UNIT TRUSTS, SERIES 89
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By /s/ Bruce Bond
------------------------------------
Managing Director and
Vice President
Attest Nicholas Dalmaso
--------------------------------
Assistant Secretary
S-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors,)
Chief Executive Officer ) Gifford R. Zimmerman
and Director ) --------------------
) Gifford R. Zimmerman
John P. Amboian President and Director ) Attorney-in-Fact**
)
)
Margaret E. Wilson Vice President and ) April 27, 2000
Controller )
</TABLE>
- ---------
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The power of attorney for Messrs. Amboian and Schwertfeger were filed on
March 20, 1997 as Exhibit P to Form N-8B-2 (File No. 811-08103) and for Ms.
Wilson as Exhibit 6.2 to Nuveen Unit Trusts, Series 12 (File No. 33-49197) filed
on May 14, 1998.
S-3
<PAGE>
Consent of Independent Public Accountants
The consent of Arthur Andersen LLP to the use of its name in the Prospectus
included in the Registration Statement is filed by this amendment as Exhibit 4.4
to the Registration Statement.
Consent of Chapman and Cutler
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement is contained in its opinion filed by
this amendment as Exhibit 3.1 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 is filed by this amendment as Exhibit 4.2
to the Registration Statement.
Consent of Carter, Ledyard & Milburn
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment as
Exhibit 3.2 to the Registration Statement.
S-4
<PAGE>
List of Exhibits
1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trusts,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee (incorporated by reference to Amendment No. 1 to Form S-6 [File
No. 333-25225] filed on May 29, 1997 on behalf of Nuveen Unit Trusts,
Series 4).
1.1(b) Trust Indenture and Agreement.
1.2 Copy of Certificate of Incorporation, as amended, of John Nuveen & Co.
Incorporated, Depositor (incorporated by reference to Form N-8B-2 [File
No. 811-1547] filed on September 29, 1967 on behalf of Nuveen Tax-Exempt
Unit Trust, Series 16).
1.3 Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated (incorporated by reference
to Form N-8B-2 [File No. 811-2198] filed on April 11, 1985 on behalf of
Nuveen Tax-Exempt Unit Trust, Series 37).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1(a) on pages 2
to 8, inclusive, and incorporated herein by reference).
2.2 Copy of Code of Ethics of the Trust(s) and the Principal Underwriter
(incorporated by reference to Amendment No. 3 to Form S-6 [File No.
333-96279] filed on March 6, 2000 on behalf of Nuveen Unit Trusts,
Series 82).
3.1 Opinion of counsel as to legality of securities being registered.
3.2 Opinion of counsel as to the Trustee and the Trust(s).
4.2 Consent of The Chase Manhattan Bank.
4.4 Consent of Arthur Andersen LLP.
6.1 List of Directors and Officers of Depositor and other related
information (incorporated by reference to Exhibit E to Form N-8B-2
[File No. 811-08103] filed on March 20, 1997 on behalf of Nuveen Unit
Trusts, Series 1 and subsequent Series).
S-5
<PAGE>
Exhibit 1.1(b)
Nuveen Unit Trusts, Series 89
Trust Indenture and Agreement
Dated: April 27, 2000
This Trust Indenture and Agreement by and between John Nuveen & Co.
Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as are set
forth in full and such provisions as are incorporated by reference constitute a
single instrument. All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and Conditions of Trust.
Witnesseth That:
In consideration of the promises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
Part I
Standard Terms and Conditions of Trust
Subject to the Provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
full in this instrument.
Part II
Special Terms and Conditions of Trust
The following special terms and conditions are hereby agreed to:
(a) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust under this Trust Indenture and
Agreement.
(b) The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for the Trust(s) on the Initial Date of
Deposit is 1/(the number of Units) set forth under the caption
"Statement(s) of Condition--Interest of Unitholders: Units of fractional
undivided interest outstanding" in the Prospectus.
<PAGE>
(c) The number(s) of Units created of the Trust(s) are as set forth
under the caption "Statement(s) of Condition--Interest of Unitholders:
Units of fractional undivided interest outstanding" in the Prospectus for
the Trust(s).
(d) Section 10.02 shall be amended to read in its entirety as
follows:
Section 10.02. Initial Costs. Subject to reimbursement as hereinafter
provided, the cost of organizing the Trust(s) and the sale of the Trust Units
shall be borne by the Depositor, provided, however, that the liability on the
part of the Depositor under this section shall not include any fees or other
expenses incurred in connection with the administration of the Trust(s)
subsequent to the deposit referred to in Section 2.01. At the earlier of six
months after the Initial Date of Deposit or the conclusion of the primary
offering period (as certified by the Depositor to the Trustee), the Trustee
shall withdraw from the Account or Accounts specified in the Prospectus or, if
no Account is therein specified, from the Capital Account, and pay to the
Depositor the Depositor's reimbursable expenses of organizing the Trust(s) in an
amount certified to the Trustee by the Depositor. In no event shall the amount
paid by the Trustee to the Depositor for the Depositor's reimbursable expenses
of organizing the Trust(s) exceed the estimated per Unit amount of organization
costs set forth in the prospectus for the Trust(s) multiplied by the number of
Units of the Trust(s) outstanding at the earlier of six months after the Initial
Date of Deposit or the end of the initial offering period; nor shall the
Depositor be entitled to or request reimbursement for expenses of organizing the
Trust(s) incurred after the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period. If the cash balance of the
Capital Account is insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, sell Securities identified by the Depositor, or
distribute to the Depositor Securities having a value, as determined under
Section 4.01 as of the date of distribution, sufficient for such reimbursement.
Securities sold or distributed to the Depositor to reimburse the Depositor
pursuant to this Section shall be sold or distributed by the Trustee to the
extent practicable, in the percentage ratio then existing (unless the Trust
elects to be treated as a "regulated investment company" as defined in the
United States Internal Revenue Code (the "Internal Revenue Code") in which case
sales or distributions by the Trustee shall be made in accordance with the
instructions of the Depositor or its designees). The reimbursement provided for
in this section shall be for the account of the Unitholders of record at the
earlier of six months after the Initial Date of Deposit or the conclusion of the
primary offering period. Any assets deposited with the Trustee in respect of the
expenses reimbursable under this Section 10.02 shall be held and administered as
assets of the Trust(s) for all purposes hereunder. The Depositor shall deliver
to the Trustee any cash identified in the Statement(s) of Condition of the
Trust(s) included in the Prospectus not later than the 10 calendar days
following the Initial Date of Deposit or deposit of additional Securities, as
applicable and the Depositor's obligation to make such delivery shall be secured
by the letter of credit deposited pursuant to Section 2.01. Any cash which the
Depositor has identified as to be used for reimbursement of expenses pursuant to
this Section 10.02 shall be held by the Trustee, without interest, and reserved
for such purpose and accordingly, prior to the earlier of six months after the
Initial Date of Deposit or the conclusion of the primary offering period, shall
not be subject to distribution or, unless the Depositor otherwise directs, used
for payment of redemptions in excess of the per Unit amount payable pursuant to
the next sentence. If a Unitholder redeems Units prior to the earlier of six
months after the Initial Date of Deposit or the conclusion of the primary
offering period, the Trustee shall pay to the Unitholder, in addition to the
Redemption Value of the tendered Units, unless otherwise directed by the
Depositor, an amount equal to the estimated per Unit cost of organizing the
Trust(s) set forth in the Prospectus, or such lower revision thereof most
recently communicated to the Trustee by the Depositor pursuant to Section 5.01,
multiplied by the number of Units tendered for redemption; to the extent the
cash on hand in the Trust(s) is insufficient for such payment, the Trustee shall
have the power to sell Securities in accordance with Section 5.02. As used
herein, the Depositor's reimbursable expenses of organizing the Trust(s) shall
include the cost of the initial preparation and typesetting of the registration
statement, prospectuses (including preliminary prospectuses), the indenture, and
other documents relating to the Trust(s), SEC and state blue sky registration
fees, the cost of the initial valuation of the portfolio and audit of the
Trust(s), the initial fees and expenses of the Trustee, and legal and other out-
of-pocket expenses related thereto, but not including the expenses incurred in
the printing of preliminary prospectuses and prospectuses, expenses incurred in
the preparation and printing of brochures and other advertising materials and
any other selling expenses.
(e) Article I of the Standard Terms and Conditions of Trust is hereby
amended to replace the definitions of "Capital Distribution Date,"
"Contract Securities," "Initial Date of Deposit," "Mandatory Termination
Date," "Record Date," "Securities" and "Unit" and to add the following
definitions:
Capital Distribution Date
The meaning assigned to it in the Prospectus for a Trust.
Mandatory Termination Date
The meaning assigned to it in the Prospectus for a Trust.
Contract Securities
The Securities which are to be acquired by any Trust Fund
pursuant to a contract or contracts for the purchase of such
securities which have been assigned to the Trustee along with the
amounts required for their purchase which have been delivered to the
Trustee.
Evaluator
The party designated in the Prospectus for a Trust or any party
appointed by the Sponsor.
Initial Date of Deposit
The meaning assigned to it in the Prospectus for each respective
Trust Fund.
Prospectus
The prospectus relating to a Trust in the form first used to
confirm sales of Units.
Record Date
As applicable, the meaning assigned in "Income Record Date"
and/or "Capital Record Date" in the Prospectus for each respective
Trust Fund.
Securities
The securities, including Contract Securities listed in Schedule
A to the Trust Agreement or other securities that may be deposited in
a Trust Fund and any obligations received in exchange or substitution
for such securities, as may from time to time continue to be held as a
part of any Trust Fund.
Unit
The fractional undivided interest in and ownership of an
individual Trust Fund equal initially to 1/(the number of Units of
fractional undivided interest outstanding) provided in the Statement
of Condition in the Prospectus for the Trust Fund, the denominator of
which fraction shall be (1) increased by the number of any additional
Units issued pursuant to Section 2.03 hereof and (2) decreased by the
number of any such Units redeemed as provided in Section 5.02.
Whenever reference is made herein to the "interest" of a Unitholder in
the Trust Fund or in the Income or Capital Accounts, it shall mean
such fractional undivided interest represented by the number of Units,
whether or not evidenced by a Certificate or Certificates, held of
record by such Unitholder in such Trust Fund.
-2-
<PAGE>
Ex.1.1(b)
(f) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:
The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as
the Depositor shall direct the Trustee in writing and the Trustee shall
have no responsibility therefor. The Distribution Agent acts solely as
disbursing agent in connection with purchases of Units pursuant to this
Section and nothing herein shall be deemed to constitute the Distribution
Agent a broker in such transactions.
(g) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following section:
Section 3.14. License Fees. If so provided in Part A of the
Prospectus, the Depositor may enter into a Licensing Agreement (the
"Agreement") with a licensor (the "Licensor") described in the Prospectus
in which the Trust(s), as consideration for the licenses granted by the
Licensor for the right to use its trademarks, trade names and/or service
marks, intellectual property rights or for the use of databases and
research owned by the Licensor, will pay a fee set forth in the Agreement
to the applicable Licensor or the Depositor to reimburse the Depositor for
payment of the expenses.
If the Agreement provides for an annual license fee computed in
whole or part by reference to the average daily net asset value of the
Trust assets, for purpose of calculating the accrual of estimated expenses
such annual fee shall accrue at a daily rate and the Trustee is authorized
to compute an estimated license fee payment (i) until the Depositor has
informed the Trustee that there will be no further deposits of additional
Securities, by reference to an estimate of the average daily net asset
value of the Trust assets which the Depositor shall provide the Trustee,
(ii) thereafter and during the calendar quarter in which the last business
day of the period described in clause (i) occurs, by reference to the net
asset value of the Trust assets as of such last business day, and (iii)
during each subsequent calendar quarter, by reference to the net asset
value of the Trust assets as of the last business day of the preceding
calendar quarter. The Trustee shall adjust the net asset value (Trust Fund
Evaluation) as of the dates specified in the preceding sentence to account
for any variation between accrual of estimated license fee and the license
fee payable pursuant to the Agreement, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.
(h) The following subsection (d) shall be added to Section 7.02:
(d) The Depositor may employ agents in connection with its duties
under Section 3.11 and 3.13 hereof and shall not be answerable for the
default or misconduct of such agents if they shall have been selected with
reasonable care. The fees of such agents shall be reimbursable to the
Depositor from the Trust Fund, provided, however, that the amount of such
reimbursement in any year (i) shall reduce the amount payable to the
Depositor for such year with respect to the service in question and shall
not exceed the maximum amount payable to the Depositor for such service for
such year and (ii) if such agent is an affiliate of the Depositor, the
amount of the reimbursement, when combined with (a) all compensation
received by such agent from other series of the Fund or other unit
investment trusts sponsored by the Depositor or its affiliates and (b) the
amount payable to the Depositor from the Trust Fund and from other series
of the Fund or other unit investment trusts sponsored by the Depositor or
its affiliates in respect of the service in question, shall not exceed the
aggregate cost of such agent and the Depositor of providing such service.
The Trustee shall pay such reimbursement against the Depositor's invoice
therefor upon which the Trustee may rely as the Depositor's certification
that the amount claimed complies with the provisions of this paragraph.
(i) Section 4.01 shall be amended to read in its entirety as
follows:
Section 4.01. Evaluation of Securities. The Evaluator shall
determine separately and promptly furnish to the Trustee and the Depositor
upon request the value of each issue of Securities as of the Evaluation
Time as provided in the following manner:
(a) The Evaluator will prepare each evaluation for which market
quotations for the Securities are available by the use of outside services
normally used and contracted with for this purpose. If the Securities are listed
on a national or foreign securities exchange or The NASDAQ Stock Market, Inc.
the evaluation will be based on the closing sale price on the exchange or system
where the Securities are principally traded (if a Security is listed on the New
York Stock Exchange, the closing sale price on that exchange shall apply) or, if
there is no closing sale price on the exchange or system, at the closing bid
price on the exchange or system. If such market quotations are not available,
the Evaluator shall determine the value of the Securities. Such evaluation shall
generally be based on the current bid prices on the over-the-counter market
(unless it is determined that these prices are inappropriate as a basis for
evaluation). If such prices are not available on the over-the-counter market,
the evaluation will generally be made by the Evaluator in good faith (1) on the
basis of the current bid prices for comparable securities, (2) by the
Evaluator's appraising the value of the Securities in good faith at the bid side
of the market or (3) by any combination thereof. If such prices are in a
currency other than U.S. dollars, the Evaluation of such Security shall be
converted to U.S. dollars based on current bid site exchange rates, unless the
Security is in the form of an American Depositary Share or Receipt, in which
case the Evaluations shall be based upon the U.S. dollar prices in the market
for American Depositary Shares or Receipts (unless the Evaluator deems such
prices inappropriate as a basis for valuation). As used herein, the closing sale
price is deemed to mean the most recent closing sale price on the relevant
securities exchange immediately prior to the Evaluation Time.
For each evaluation, the Evaluator shall also determine and
furnish to the Trustee and the Depositor the aggregate of (a) the value of all
Securities on the basis of such evaluation and (b) on the basis of the
information furnished to the Evaluator by the Trustee pursuant to Section 3.02,
the amount of cash then held in the Capital Account which was received by the
Trustee after the Record Date preceding such determination less any amounts held
in the Capital Account for distribution to Unitholders on a subsequent
Distribution Date when a Record Date occurs four business days or less after
such determination. For the purposes of the foregoing, the Evaluator may obtain
current prices for the Securities from investment dealers or brokers (including
the Depositor) that customarily deal in similar securities.
With respect to any Security not listed on a national or foreign
exchange or The NASDAQ Stock Market, Inc., or, with respect to a Security so
listed but in the unusual circumstance in which the Evaluator deems the closing
sale price on the relevant exchange to be inappropriate as a basis for
valuation, upon the Evaluator's request, the Depositor shall, from time to time,
designate one or more evaluation services or other sources of information on
which the Evaluator shall be authorized conclusively to rely in evaluating such
Security. The Depositor shall also designate one or more banks (which may
include the Trustee) or other source of information from which the Evaluator
shall take foreign exchange rate quotations. The Evaluator shall have no
liability for any errors in the information received from any source
designated by the Depositor. The cost thereof shall be an expense reimbursable
to the Evaluator from the Income and Capital Accounts.
(b) Notwithstanding Section 4.01(a), except in those cases in
which the Securities are listed on a national or foreign securities exchange or
The NASDAQ Stock Market, Inc., and the closing sales prices are used and except
for Trust Fund Evaluations required by Section 5.02 in determining Redemption
Price, during the initial offering period, the evaluations of the Securities
shall generally be made in the manner described in Section 4.01(a) based on the
closing ask prices of the Securities rather than the closing bid prices and on
current offering side exchange rates.
(j) Section 5.01 shall be amended to read in its entirety as
follows:
Section 5.01. Trust Fund Evaluation. As of the Evaluation Time
next following any tender by a Unitholder for redemption and on any other
business day desired by it or as may be required hereunder, the Trustee
shall as to each Trust Fund:
Add
(1) cash on hand in the Trust Fund (other than cash held
especially for the purchase of Contract Securities) and moneys in the
process of being collected from declared dividends,
(2) the aggregate value of each issue of the Securities in the
Trust Fund (including Contract Securities) as determined by the Evaluator
pursuant to Section 4.01, and
(3) all other assets of the Trust;
Deduct
(1) amounts representing any applicable taxes, governmental
charges or other charges pursuant to Section 3.03 payable out of the Trust
Fund and for which no deductions shall have previously been made for the
purpose of addition to the Reserve Account,
(2) amounts representing estimated accrued fees and expenses of
the Trust Fund including but not limited to unpaid Creation and Development
Fees, unpaid fees and expenses of the Trustee (including legal and auditing
expenses), the Evaluator, the Depositor and counsel, and
(3) amounts representing unpaid accrued organization costs, and
(4) cash allocated for distribution to Unitholders of the Trust
Fund of record as of the business day prior to the evaluation then being
made.
The resulting figure is herein called a "Trust Fund Evaluation."
Prior to the payment to the Depositor of its reimbursable organization
costs to be made at the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period in accordance with
Section 10.02, for purposes of determining the Trust Fund Evaluation under
this Section 5.01, the Trustee shall rely upon the amounts representing
unpaid accrued organization costs in the estimated amount per Unit set
forth in the Prospectus until such time as the Depositor notifies the
Trustee in writing of a revised estimated amount per Unit representing
unpaid accrued organization costs. Upon receipt of such notice, the Trustee
shall use this revised estimated amount per Unit representing unpaid
accrued organization costs in determining the Trust Fund Evaluation but
such revision of the estimated expenses shall not affect calculations made
prior thereto and no adjustment shall be made in respect thereof.
Amounts receivable by the Trust(s) in a foreign currency shall be reported
to the Evaluator who shall convert the same to U.S. dollars based on
current exchange rates, in the same manner as provided in Section 4.01, for
the conversion of the valuation of foreign Securities, and the Evaluator
shall report such conversion with each Evaluation made pursuant to Section
4.01.
(k) Notwithstanding anything to the contrary contained in
Sections 3.04, 3.11, 3.13, 4.03 and 8.05, expenses of the Trust shall be paid to
the appropriate party on or about the 15th day of each month. Until the Trustee
is notified by the Depositor that the primary offering period has terminated,
the fees, where applicable, shall be accrued daily and based on the number of
Units outstanding on each day.
After the primary offering period has terminated, the fees, where applicable,
shall accrue daily and be based on the number of Units outstanding on the most
recent prior Income Record Date specified in the Prospectus or the number of
Units outstanding at the end of the initial offering period, as
appropriate.
(l) Section 8.01(i) shall be amended to read in its entirety as
follows:
(i) Notwithstanding any provisions of this Agreement to the
contrary, no payment to a Depositor or to any principal underwriter (as defined
in the Investment Company Act of 1940) for the Trust Fund or to any affiliated
person (as so defined) or agent of a Depositor or such underwriter shall be
allowed the Trustee as an expense except (a) for payment of such reasonable
amounts as the Securities and Exchange Commission may prescribe as compensation
for performing bookkeeping and other administrative services of a character
normally performed by the Trustee, and (b) such other amounts permitted under
the Investment Company Act of 1940.
(m) All references to the "NASDAQ National Market System" herein
and in the Standard Terms and Conditions of Trust shall be replaced with "The
NASDAQ Stock Market, Inc."
(n) The following shall replace the second paragraph of Section
5.03 in its entirety:
All Units so tendered by a Unitholder (a "Rollover Unitholder")
shall be redeemed and cancelled on such date during the Special Redemption and
Liquidation Period as the Depositor shall determine and notify the Trustee
thereof. Subject to payment by such Rollover Unitholder of any tax or other
governmental charges which may be imposed thereon, such redemption is to be made
in kind pursuant to Section 5.02 by distribution of cash and/or Securities to
the Distribution Agent based on the net asset value on the date the Units are
redeemed and cancelled multiplied by the number of Units being redeemed (herein
called the "Rollover Distribution").
(o) Section 8.01 shall be amended to add the following as
paragraph (1):
(1) The Trustee except by reason of its own negligence or
willful misconduct shall not be liable for any action taken or suffered to be
taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.
(p) Section 3.06 shall be amended for each Trust that does not
elect to be treated as a "regulated investment company" as defined in the
Internal Revenue Code to read in its entirety as follows:
Section 3.06. Extraordinary Sale of Securities. If necessary, in
order to maintain the sound investment character of the Trust(s), the Depositor
may direct the Trustee to sell or liquidate Securities in such Trust at such
price and time and in such manner as shall be determined by the Depositor,
provided that the Depositor has determined that any one or more of the following
conditions exist:
(a) that there has been a default on any of the Securities in
the payment of dividends, after declared and when due and payable;
(b) that any action or proceeding has been instituted at law or
equity seeking to restrain or enjoin the payment of dividends on any such
Securities, or that there exists any legal question or impediment affecting such
Securities or the payment of dividends from the same;
(c) that there has occurred any breach of covenant or warranty
in any document relating to the issuer of the Securities which would adversely
affect either immediately or contingently the payment of dividends from such
Securities, or the general credit standing of the issuer or otherwise impair the
sound investment character of such Securities;
(d) that there has been a default in the payment of dividends,
principal of or income or premium, if any, on any other outstanding obligations
of the issuer of such Securities;
(e) that the price of any such Securities had declined to such
an extent or other such credit factors exist so that in the opinion of the
Depositor, as evidenced in writing to the Trustee, the retention of such
Securities would be detrimental to the Trust Fund and to the interest of the
Unitholders;
(f) that the sale of Securities is necessary or advisable in
order to maintain the qualification of the Trust as a "regulated investment
company" in the case of a Trust which has elected to qualify as such; and
(g) that there has been a public tender offer made for a
Security or a merger or acquisition is announced affecting a Security, and that
in the opinion of the Sponsor the sale or tender of the Security is in the best
interest of the Unitholders.
Upon receipt of such direction from the Depositor, upon which the
Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified
Securities in accordance with such direction, and upon the receipt of the
proceeds of any such sale or liquidation, after deducting therefrom any fees and
expenses of the Trustee connected with such sale or liquidation and any
brokerage charges, taxes or other governmental charges shall deposit such net
proceeds in the Capital Account.
The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any sale made pursuant to any such
direction or by reason of the failure of the Depositor to give any such
direction, and in the absence of such direction the Trustee shall have no duty
to sell or liquidate any Securities under this Section 3.06 except to the extent
otherwise required by this Indenture. The Depositor shall not be liable for
errors of judgment in directing or failing to direct the Trustee pursuant to
this Section 3.06. This provision, however, shall not protect the Trustee or
Depositor against any liability for which they would otherwise be subject,
respectively, by reason of wilful misfeasance, bad faith or gross negligence in
the performance of their duties or by reason of their reckless disregard of
their obligations and duties hereunder.
(q) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following Section:
Section 3.15. Creation and Development Fee. If the Prospectus
related to the Trust(s) specifies a Creation and Development Fee, the Trustee
shall, on the last day of each month, withdraw from the Capital Account an
amount equal to the accrued and unpaid Creation and Development Fee as of such
date and credit such amount to a special non-Trust account designated by the
Depositor out of which the Creation and Development Fee will be distributed to
the Depositor (the "Creation and Development Account"). The Creation and
Development Fee will accrue on a daily basis at an annual rate as set forth in
the Prospectus for the Trust(s) based on a percentage of the average daily net
asset value of the Trust(s). If the balance in the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as directed by the
Depositor, advance funds in an amount required to fund the proposed withdrawal
and be entitled to reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and credit the proceeds
thereof to the Creation and Development Account, provided, however, that the
aggregate amount advanced by the Trustee at any time for payment of the Creation
and Development Fee shall not exceed $15,000. Such direction shall, if the
Trustee is directed to sell a Security, identify the Security to be sold and
include instructions as to the execution of such sale. In the absence of such
direction by the Depositor, the Trustee shall sell Securities sufficient to pay
the Creation and Development Fee (and any unreimbursed advance then outstanding)
in full, and shall select Securities to be sold in such manner as will maintain
(to the extent practicable) the relative proportion of the number of shares of
each Security then held. The proceeds of such sales, less any amounts paid to
the Trustee in reimbursement of its advances, shall be credited to the Creation
and Development Account. If a Trust is terminated pursuant to Section 8.01(g),
the Depositor agrees to reimburse the Unitholders for any amounts of the
Creation and Development Fee collected by the Depositor to which it is not
entitled. All advances made by the Trustee pursuant to this Section shall be
secured by a lien on the Trust(s) prior to the interest of Unitholders.
Notwithstanding the foregoing, the Depositor shall not receive any amount of the
Creation and Development Fee which exceeds the maximum amount per Unit stated in
the Prospectus. The Depositor shall notify the Trustee not later than ten
business days prior to the date on which it anticipates that the maximum amount
of the Creation and Development Fee it may receive has been accrued and shall
also notify the Trustee as of the date when the maximum amount of the Creation
and Development Fee has been accrued. The Trustee shall have no responsibility
or liability for damages or loss resulting from any error in the information
provided by the Depositor, or the Depositor's failure to provide the
information, specified in the preceding sentence. The Depositor agrees to
reimburse the Trust(s) and any Unitholder any amount of the Creation and
Development Fee it receives which exceeds the amount which the Depositor may
receive under applicable laws, regulations and rules.
(r) Paragraph (e) of Section 8.01 is amended to read as follows:
(e) (I) Subject to the provisions of subparagraphs (II) and
(III) of this paragraph, the Trustee may employ agents, sub-custodians,
attorneys, accountants and auditors and shall not be answerable for the
default or misconduct of any such agents, sub-custodians, attorneys,
accountants or auditors if such agents, sub-custodians, attorneys,
accountants or auditors shall have been selected with reasonable care. The
Trustee shall be fully protected in respect of any action under this
Indenture taken or suffered in good faith by the Trustee in accordance with
the opinion of counsel, which may be counsel to the Depositor acceptable to
the Trustee, provided, however, that this disclaimer of liability shall not
(i) excuse the Trustee from the responsibilities specified in subparagraph
II below or (ii) limit the obligation of the Trustee to indemnify the
Trust(s) under subparagraph III below. The fees and expenses charged by
such agents, sub-custodians, attorneys, accountants or auditors shall
constitute an expense of the Trust(s) reimbursable from the Income and
Capital Accounts of the affected Trust as set forth in section 8.05 and
3.04 hereof.
(II) The Trustee may place and maintain in the care of an
eligible foreign custodian (which is employed by the Trustee as a sub-
custodian as contemplated by subparagraph (I) of this paragraph (e) and
which may be an affiliate or subsidiary of the Trustee or any other entity
in which the Trustee may have an ownership interest) a Trust's foreign
securities, cash and cash equivalents in amounts reasonably necessary to
effect the Trust's foreign securities transactions, provided that the
Trustee hereby agrees to perform all the duties assigned by rule 17f-5 as
now in effect or as it may be amended in the future, to the boards of
directors of management investment companies. The Trustee's duties under
the preceding sentence will not be delegated.
As used in this subparagraph (II),
(1) "foreign securities" include: securities issued and sold
primarily outside the United States by a foreign government, a national of any
foreign country or a corporation or other organization incorporated or organized
under the laws of any foreign country and securities issued or guaranteed by the
government of the United States or by any state or any political subdivision
thereof or by any agency thereof or by any entity organized under the laws of
the United States or of any state thereof which have been issued and sold
primarily outside the United States.
(2) "eligible foreign custodian" means
(a) The following securities depositories and clearing agencies
which operate transnational systems for the central handling of securities or
equivalent book entries which, by appropriate exemptive order issued by the
Securities and Exchange Commission, have been qualified as eligible foreign
custodians for the Trust(s) but only for so long as such exemptive order
continues in effect: the Euroclear System ("Euroclear"), and Cedel Bank S.A.
("CEDEL").
(b) Any other entity that shall have been qualified as an
eligible foreign custodian for the foreign securities of the Trust(s) by the
Securities and Exchange Commission by exemptive order, rule or other appropriate
action, commencing on such date as it shall have been so qualified but only for
so long as such exemptive order, rule or other appropriate action continues in
effect.
(III) The Trustee will indemnify and hold the Trust(s)
harmless from and against any loss occurring as a result of an eligible foreign
custodian's willful misfeasance, reckless disregard, bad faith, or gross
negligence in performing custodial duties.
(s) Section 2.01(c) is hereby amended by adding the following at
the conclusion thereof:
If any Contract Obligation requires settlement in a foreign
currency, in connection with the deposit of such Contract Obligation the
Depositor will deposit with the Trustee either an amount of such currency
sufficient to settle the contract or a foreign exchange contract in such
amount which settles concurrently with the settlement of the Contract
Obligation and cash or a Letter of Credit in U.S. dollars sufficient to
perform such foreign exchange contract.
(t) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following section:
Section 3.16. Foreign Currency Exchange. Unless the Depositor
shall otherwise direct, whenever funds are received by the Trustee in
foreign currency, upon the receipt thereof or, if such funds are to be
received in respect of a sale of Securities, concurrently with the contract
of the sale for the Security (in the latter case the foreign exchange
contract to have a settlement date coincident with the relevant contract of
sale for the Security), the Trustee shall enter into a foreign exchange
contract for the conversion of such funds to U.S. dollars pursuant to the
instruction of the Depositor. The Trustee shall have no liability for any
loss or depreciation resulting from action taken pursuant to such
instruction.
(u) If so provided in the Prospectus for the Trust(s), each Trust
elects to be treated and to qualify as a Regulated Investment Company as
defined in the Internal Revenue Code, and the Trustee is hereby directed to
make such elections, including any appropriate election to be taxed as a
corporation, as shall be necessary to effect such qualification.
(v) Section 8.01 shall be amended to add the following paragraph (m):
(m) The Chase Manhattan Bank, or an affiliate, may, when
instructed by the Sponsor pursuant to Section 3.16 enter into foreign exchange
transactions with the Trust, with the same rights and powers as if The Chase
Manhattan Bank were not the Trustee hereunder.
(w) The following is added to the end of the first paragraph of
Section 5.02.
Sales of foreign securities shall be made in such manner and at
such price as the Depositor, or its delegate, shall direct, and the Trustee
shall not be liable or responsible for depreciation or loss incurred by
reason of any sale made pursuant to such direction. If a Trust has elected
to be taxed as a "regulated investment company," if Securities in the Trust
are sold for the payment of the Redemption Price and there are excess
proceeds remaining after meeting redemption requests, the Depositor or its
designee may, but is not obligated to, direct the investment of such excess
proceeds into any Securities included in the applicable index.
(x) Section 3.12 is hereby amended by adding the following at the
conclusion thereof:
The Depositor represents that the price paid by any Unitholder
for Units acquired through reinvestment of Trust distributions will be
reduced by the aggregate amount of unpaid deferred sales charges at the
time of the purchase to offset any subsequent collection by the Depositor
of deferred sales charges in respect of the Units so acquired.
(y) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code, subsection (b) of Section 2.01
shall be restated in its entirety as follows:
(b) (1) From time to time following the Initial Date of Deposit for a
Trust, the Depositor is hereby authorized, in its discretion, to assign,
convey to and deposit with the Trustee (i) additional Securities for such
Trust, duly endorsed in blank or accompanied by all necessary instruments
of assignment and transfer in proper form, or (ii) Contract Securities
relating to such additional Securities, accompanied by cash and/or
Letter(s) of Credit as specified in paragraph (c) of this Section 2.01. In
lieu of additional Securities or Contract Securities, the Depositor may
deposit with the Trustee cash (or a Letter of Credit) in an amount equal to
the valuation made in accordance with Section 4.01 for the date of such
deposit of the additional Securities not delivered or represented by
Contract Securities and the Depositor or its designated agent shall, on
behalf of each Trust, enter into contracts to purchase such additional
Securities and shall provide the Trustee such information as the Trustee
may require in order to settle such transactions and take delivery of such
additional Securities which the Trustee is hereby directed to do. If the
Trust involved seeks to consist of securities included in a securities
index, deposits of additional Securities shall consist of Securities
included in the applicable index as determined by the Depositor or its
designee. Any brokerage fees related to the purchase of Securities
deposited in the Trust Fund after the Initial Date of Deposit shall be an
expense of such Trust Fund. The Depositor shall deliver any additional
Securities which were not delivered concurrently with the deposit of
additional Securities and which were represented by Contract Obligations
within 10 calendar days after such deposit of additional Securities (the
"Additional Securities Delivery Period"). If a contract to buy such
Securities between the Depositor and seller is terminated by the seller
thereof for any reason beyond the control of the Depositor or if for any
other reason such Securities are not delivered to a Trust by the end of the
Additional Securities Delivery Period for such deposit, the Trustee shall
immediately draw on the Letter of Credit, if any, in amounts sufficient to
settle such contract, apply the monies in accordance with Section 2.01(d),
and the Depositor shall forthwith take the remedial action specified in
Section 3.10. If the Depositor does not take the action specified in
Section 3.10 within 10 calendar days of the end of the Additional
Securities Delivery Period, the Trustee shall forthwith take the action
specified in Section 3.10. If the Depositor has acted as broker in
connection with any purchase of Securities made on behalf of a Trust, which
it is hereby authorized to do, it shall be entitled to reimbursement in
accordance with applicable law and regulations. The Trustee shall have no
liability for any loss or depreciation resulting from any acquisition of
Securities pursuant to this Section (other than to confirm the identity and
amount of Securities delivered to it pursuant to contracts deposited or
entered into by the Depositor) and shall have no responsibility for the
composition of a Trust portfolio.
(2) Additional Securities (or Contract Securities therefor) may, at
the Depositor's discretion, be deposited or purchased in round lots. If the
amount of the deposit is insufficient to acquire round lots of each
Security to be acquired, the additional Securities shall be deposited or
purchased in accordance with the instructions of the Depositor or its
designee.
(3) If at the time of a deposit of additional Securities, Securities
of an issue deposited on the Initial Date of Deposit (or of an issue of
Replacement Securities acquired to replace an issue deposited on the
Initial Date of Deposit) are unavailable, cannot be purchased at reasonable
prices or their purchase is prohibited or restricted by applicable law,
regulation or policies, the Depositor may (i) deposit, or purchase on
behalf of each Trust or designate an agent to purchase on behalf of each
Trust in respect of cash deposited therein for such purpose, in lieu
thereof, another issue of Securities or Replacement Securities or (ii)
deposit cash or a letter of credit in an amount equal to the valuation of
the issue of Securities whose acquisition is not feasible and enter into
contracts, or designate an agent to enter into contracts, on behalf of a
Trust to acquire such Securities of such issue when they become available.
(4) In connection with and at the time of any deposit of additional
Securities pursuant to this Section 2.01(b), the Depositor shall exactly
replicate Cash (as defined below) received or receivable by the Trust as of
the date of such deposit. For purposes of this paragraph, "Cash" means, as
to the Capital Account, cash or other property (other than Securities) on
hand in the Capital Account or receivable and to be credited to the Capital
Account as of the date of the deposit (other than amounts to be distributed
solely to persons other than holders of Units created by the deposit) and,
as to the Income Account, cash or other property (other than Securities)
received by the Trust in respect of a record date for a payment on a
Security which has occurred or will occur before the Trusts will be the
holder of record of a Security, reduced by (i) the amount of any cash or
other property received or receivable on any Security allocable (in
accordance with the Trustee's calculations of distributions from the Income
Account pursuant to Section 3.05) to a distribution made or to be made in
respect of a Record Date occurring prior to the deposit and (ii) unpaid
fees and expenses allocable to the period prior to the deposit. Such
replication will be made on the basis of a fraction, the numerator of which
is the number of Units created by the deposit and the denominator of which
is the number of Units which are outstanding immediately prior to the
deposit. Cash represented by a foreign currency shall be replicated in such
currency or, if the Trustee has entered into a contract for the conversion
thereof, in U.S. dollars in an amount replicating the dollars to be
received on such conversion.
(z) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code, the following shall be added
as subsection (f) to Section 3.04:
(f) Notwithstanding the foregoing, if a Trust has elected to be
treated as a "regulated investment company" as defined in the Internal Revenue
Code of 1986, as amended, the Trustee may make such additional distributions to
Unitholders as shall be determined by the Depositor or such agent as the
Depositor shall designate to be necessary or desirable to maintain the status of
each Trust as a Regulated Investment Company or to avoid imposition of any
income or excise taxes on undistributed income of the Trust. The Trustee shall
be authorized to rely conclusively upon the direction, and shall have no duty to
make any additional distributions from the Trusts in the absence of such
direction. The Trustee shall have no liability for any tax or other liability
incurred by reason of action or inaction resulting from such direction. The fees
of such agent designated by the Depositor shall be an expense of the Trusts
reimbursable to the Trustee in accordance with Section 8.05.
(aa) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code, the following replaces the
second paragraph of Section 3.08:
In the event that an offer by the issuer of any of the Securities or
any other party shall be made to issue new securities, or to exchange
securities, for Trust Securities, the Trustee shall reject such offer.
However, should any issuance, exchange or substitution be effected
notwithstanding such rejection or without an initial offer, any securities,
cash and/or property received shall be deposited hereunder and shall be
promptly sold, if securities or property, by the Trustee; provided,
however, if such securities are components of the applicable index, the
Depositor may advise the Trustee to keep such securities. The cash received
in such exchange and cash proceeds of any such sales shall, as the
Depositor or its designee shall direct, be (1) reinvested into any
Securities included in the applicable index or (2) distributed to
Unitholders on the next Capital Distribution Date in the manner set forth
in this Agreement regarding distributions from the Capital Account. Without
limiting the generality of the foregoing, in determining whether such
reinvestment is practicable, the Depositor may, but is not obligated to,
specifically consider the ability of a Trust to reinvest such proceeds into
round lots of a Security. Except as provided in Article VIII, the Trustee
shall not be liable or responsible in any way for depreciation or loss
incurred by reason of any such rejection or sale.
(bb) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenues Code, and not withstanding anything
to the foregoing, section 3.06 shall be amended to read, in its entirety, as
follows:
Section 3.06. Sale of Securities and Reinvestment. The Depositor by
written notice may direct the Trustee to sell Securities at such price and
time and in such manner as shall be deemed appropriate by the Depositor if
the Depositor shall have determined that any one or more of the following
conditions exist:
(a) that there has been a default in the payment of principal of or
interest on any outstanding debt obligations of the issuer of such
Securities;
(b) that the price of any such Security has declined to such an
extent, as a result of adverse issuer credit factors, so that in the
opinion of the Depositor the retention of such Securities would be
detrimental to the interest of the Unitholders;
(c) if a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code that such sale is
necessary or advisable (i) to maintain the qualification of the Trust as a
regulated investment company or (ii) to provide funds to make any
distribution for a taxable year in order to avoid imposition of any income
or excise taxes on undistributed income in the Trust;
(d) that the Security has been removed from the applicable index; or
(e) Depositor or its designee determines that such sale is
appropriate.
Upon receipt of such direction from the Depositor, the Trustee shall
proceed to sell the specified Securities in such manner as the Depositor or
its designee shall direct. The Depositor or its designee may enter into
contracts on behalf of the Trust to reinvest the proceeds of the sale of
any Security sold pursuant to this section, Section 5.02 or otherwise
pursuant to this Agreement into any Security included in the applicable
index. Without limiting the generality of the foregoing, in determining
whether such reinvestment is practicable, the Depositor may, but is not
obligated to, specifically consider the ability of the Trust to reinvest
such proceeds into round lots of a Security. Contracts for sale or purchase
of Securities shall be made by the Depositor on behalf of the Trust or by
such agent as the Depositor shall designate. The Depositor or its designee
shall provide the Trustee such information as the Trustee may require in
order to settle the transactions. the Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any
sale or purchase made pursuant to any such direction or by reason of the
failure of the Depositor to give any such direction, and in the absence of
such direction the Trustee shall have no duty to sell or purchase any
Securities under this Section 3.06 and shall have no responsibility for the
composition of each Trust portfolio. The Depositor shall not be liable for
errors of judgment in directing or failing to direct the Trustee pursuant
to this Section 3.06. This provision, however, shall not protect the
Depositor against any liability for which it would otherwise be subject, by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.
The Depositor or its designated agent shall make such reviews of each
Trust portfolio as shall be necessary to maintain qualification of the
Trust as a Regulated Investment Company and the Depositor shall be
authorized to rely conclusively upon such reviews in directing sales
pursuant to paragraph (c) of this section.
(cc) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code, the following paragraph shall
be added to Section 9.01:
If the Trust involved seeks to consist of securities included in a
securities index, and notwithstanding anything to the contrary herein, if
at any time the index shall no longer be compiled, maintained or made
available, the Depositor may (a) direct that the Trust created hereby
continue to be operated hereunder utilizing the components of the index as
existed on the last date on which the index components were available to a
Trust or (b) direct the Trustee to terminate this Agreement and the Trusts
created hereby and liquidate the Trusts in such manner as the Depositor
shall direct.
(dd) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code, the first paragraph of Section
10.01 shall be replaced with the following paragraph:
Section 10.01. Amendment and Waiver. This Agreement may be amended
from time to time by the Depositor and the Trustee without the consent of
any of the Unitholders (a) to cure any ambiguity or to correct or
supplement any provisions contained herein which may be defective or
inconsistent with any other provision contained herein; (b) to change any
provision hereof as may be required by the Securities and Exchange
Commission or any successor governmental agency exercising similar
authority; (c) to make such amendments as may be necessary for each Trust
to continue to qualify as a regulated investment company for federal income
tax purposes; or (d) to make such other provisions in regard to matters or
questions arising hereunder as shall not adversely affect the interest of
the Unitholders (as determined in good faith by the Depositor and the
Trustee). This Agreement may also be amended from time to time by the
Depositor and the Trustee (or the performance of any of the provisions of
this Agreement may be waived) with the consent of holders of Units
representing 66-3/3% of the Units at the time outstanding under the Trust
Agreement of the individual Trust Fund or Trust Funds affected for the
purpose of adding any provisions of this Agreement or of materially
modifying in any manner the rights of the holders of Units of such Trust
Fund or Trust Funds; provided, however, that in no event may any amendment
be made which would (a) alter the rights to the Unitholders as against each
other, (b) provide the Trustee with the power to engage in business or
investment activities other than as specifically provided in this Agreement
or (c) adversely affect the characterization of a Trust as a regulated
investment company for federal income tax purposes; provided, further, that
the consent of 100% of the Unitholders of any individual Trust Fund is
required to amend this Agreement (a) to reduce the aforesaid percentage of
Units the holders of which are required to consent to certain amendments
and (b) to reduce the interest in such Trust Fund represented by any Units
of such Trust Fund.
(ee) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code, the second paragraph of
Section 3.04(b) shall have the following added to the end of the paragraph:
Notwithstanding anything to the contrary contained in this paragraph,
the Depositor or its designee may, but is not obligated to, direct the
investment of any amounts held in the Capital Account that have not
previously been used to pay for the redemption of Units tendered to a Trust
Fund, into any Securities included in the applicable index.
(ff) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code, paragraphs (a) and (b) of
Section 3.10 shall be amended as follows:
(a) The New Securities shall be a component of the applicable index.
(b) The Depositor shall furnish a notice to the Trustee (which may be
part of the Failed Contract Notice) in respect to the New Security
purchased or to be purchased that shall (i) identify the New Securities,
(ii) state that the contract to purchase, if any, entered into by the
Depositor is satisfactory in form and substance and (iii) state that the
foregoing conditions of clause (a) have been satisfied with respect to the
New Securities.
Paragraph (c) of Section 3.10 shall be deleted.
(gg) For each Trust that does not elect to be treated as a "regulated
investment company" under the Internal Revenue Code, Section 2.01(b)(5) is
hereby amended by adding the following at the conclusion thereof:
Cash represented by a foreign currency shall be replicated in such
currency or, if the Trustee has entered into a contract for the conversion
thereof, in U.S. dollars in an amount replicating the dollars to be
received on such conversion.
-3-
<PAGE>
In Witness Whereof, John Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 89 to be executed
by its President, one of its Vice Presidents or one of its Assistant Vice
Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or its Assistant Secretary and The Chase Manhattan Bank has caused
this Trust Indenture and Agreement to be executed by one of its Vice Presidents
or Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
John Nuveen & Co. Incorporated,
Depositor
By /s/ Bruce Bond
----------------------------
Authorized Officer
(Seal)
Attest:
By /s/ Nicolas Dalmaso
-------------------------
Assistant Secretary
The Chase Manhattan Bank, Trustee
By /s/ Rosalia A. Raviele
----------------------------
Assistant Vice President
(Seal)
Attest:
By /s/ Joan A. Currie
--------------------------
Assistant Treasurer
-4-
<PAGE>
Schedule A to the Trust Indenture and Agreement
Securities Initially Deposited
in
Nuveen Unit Trusts, SERIES 89
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trust(s) in the Prospectus.)
-5-
<PAGE>
Exhibit 3.1
April 27, 2000
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts, Series 89
-----------------------------
Gentlemen:
We have served as counsel for you, as Depositor of Nuveen Unit Trusts,
Series 89 (hereinafter referred to as the "Fund"), in connection with the
issuance under the Trust Indenture and Agreement dated the date hereof between
John Nuveen & Co. Incorporated, as Depositor, and The Chase Manhattan Bank, as
Trustee, of Units of fractional undivided interest in the one or more Trusts of
said Fund (hereinafter referred to as the "Units").
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Indenture and Agreement and the
establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trust(s) of the Fund have been duly
authorized; and
2. The book entry positions and certificates evidencing the Units in the
Trust(s) of the Fund when duly established or duly executed and delivered by
the Depositor and the Trustee in accordance with the aforementioned Trust
Indenture and Agreement, will constitute valid and binding obligations of such
Trust(s) and the Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-35244) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
/s/ Chapman and Cutler
Chapman and Cutler
<PAGE>
[Letterhead of Carter, Ledyard & Milburn]
Exhibit 3.2
April 27, 2000
The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trusts, Series 89
4 New York Plaza, 3rd Floor
New York, New York 10004
Attention: Mr. Steven B. Wolinsky
Senior Vice President
Re: Nuveen Unit Trusts, Series 89
-----------------------------
Dear Sirs:
We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust for Nuveen Unit Trust Series 4 and certain subsequent Series dated May 29,
1997 and a related Trust Indenture and Agreement dated today's date (such
Standard Terms and Conditions of Trust and related Trust Indenture and Agreement
are collectively referred to as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trusts, Series 89 (the "Trust Fund"),
and the confirmation by Chase, as Trustee under the Indenture, that it has
caused to be credited to the Depositor's account at The Depository Trust Company
a number of units constituting the entire interest in the Trust Fund (such
aggregate units being herein called "Units"), each of which represents an
undivided interest in such Trust Fund, which consists of common stocks
(including confirmations of contracts for the purchase of certain stock not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in the
amount required for such purchase upon the receipt of such stock), such stocks
being defined in the Indenture as Securities and referenced in the schedules to
the Indenture.
<PAGE>
We have examined the Indenture, the Closing Memorandum executed and
delivered today by the Depositor and the Trustee (the "Closing Memorandum"), the
form of certificate for the Units included in the Indenture and a specimen of
the certificates to be issued thereunder (the "Certificates") and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:
1. Chase is a duly organized and existing corporation having the
powers of a trust company under the laws of the State of New York.
2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.
3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.
4. Chase, as Trustee, has registered on the registration books of
the Trust Fund the ownership of the Units by The Depository Trust Company,
where it has caused the Units to be credited to the account of the
Depositor. Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the Securities
and Exchange Commission under the Securities Act of 1933, the Trustee may
cause the Units to be transferred on the registration books of the Trust
Fund to such other names, and in such denominations, as the Depositor may
order, and may deliver Certificates evidencing such ownership as provided
in the Closing Memorandum.
In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.
Very truly yours,
CARTER, LEDYARD & MILBURN
<PAGE>
[On Letterhead of The Chase Manhattan Bank]
Exhibit 4.2
April 27, 2000
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Unit Trusts--Series 89
----------------------------------------
Dear Sirs:
The Chase Manhattan Bank is acting as Evaluator for the series of Nuveen
Unit Trust set forth above (the "Trust"). We enclose a list of the Securities to
be deposited in the Trust on the date hereof. The prices indicated therein
reflect our evaluation of such Securities as of close of business on April
26, 2000 in accordance with the valuation method set forth in the Standard Terms
and Conditions of Trust for Nuveen Unit Trust Series 4 and subsequent. We
consent to the reference to The Chase Manhattan Bank as the party performing the
evaluations of the Trust Securities in the Registration Statement (No.
333-35244) filed with the Securities and Exchange Commission with respect to the
registration of the sale of the Trust Units and to the filing of this consent as
an exhibit thereto.
Very truly yours,
/s/ Guthrie Robinson
Guthrie Robinson
Assistant Treasurer
<PAGE>
Exhibit 4.4
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.
Arthur Andersen LLP
Chicago, Illinois
April 27, 2000
