NUVEEN UNIT TRUSTS SERIES 95
487, 2000-06-06
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<PAGE>



                                                1933 Act File No. 333-38076
                                                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 95

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
----  June 6, 2000 at 1:30 P.M. pursuant to Rule 487.


<PAGE>


                                 [NUVEEN LOGO]

Nuveen Unit Trusts, Series 95

Nuveen 15-Month Sector Portfolios
Nuveen Internet 15-Month Sector Portfolio, June 2000
Nuveen Pharmaceutical 15-Month Sector Portfolio, June 2000
Nuveen Technology 15-Month Sector Portfolio, June 2000
Nuveen Wireless 15-Month Sector Portfolio, June 2000

Nuveen Five-Year Sector Portfolios
Nuveen Energy Five-Year Sector Portfolio, June 2000
Nuveen Internet Five-Year Sector Portfolio, June 2000
Nuveen Pharmaceutical Five-Year Sector Portfolio, June 2000
Nuveen Technology Five-Year Sector Portfolio, June 2000
Nuveen Wireless Five-Year Sector Portfolio, June 2000

  Prospectus Part A dated June 6, 2000

 .Portfolios Seek Capital Appreciation
 .Reinvestment Option
 .Letter of Intent Available



The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.

SCT-06-00-P
<PAGE>

Nuveen Unit Trusts, Series 95

<TABLE>
<CAPTION>
                                                                    CUSIP Nos:
                                                                    Dividend in
                                                                    Cash              Reinvested       Wrap
<S>                                                                 <C>               <C>              <C>
Nuveen Internet 15-Month Sector Portfolio, June 2000                67068B376         67068B384        67068B392
Nuveen Pharmaceutical 15-Month Sector Portfolio, June 2000          67068B525         67068B533        67068B541
Nuveen Technology 15-Month Sector Portfolio, June 2000              67068B558         67068B566        67068B574
Nuveen Wireless 15-Month Sector Portfolio, June 2000                67068B285         67068B293        67068B301
Nuveen Energy Five-Year Sector Portfolio, June 2000                 67068B640         67068B657        67068B665
Nuveen Internet Five-Year Sector Portfolio, June 2000               67068B228         67068B236        67068B244
Nuveen Pharmaceutical Five-Year Sector Portfolio, June 2000         67068B582         67068B590        67068B608
Nuveen Technology Five-Year Sector Portfolio, June 2000             67068B616         67068B624        67068B632
Nuveen Wireless Five-Year Sector Portfolio, June 2000               67068B137         67068B145        67068B152
</TABLE>

Overview


Nuveen Unit Trusts, Series 95 in-
cludes the separate unit investment
trusts listed above. Each Portfolio
seeks to provide capital apprecia-
tion by investing in the securities
of companies in its industry sector.
John Nuveen & Co. Incorporated
("Nuveen") serves as the Sponsor of
the Portfolios.



Contents

 2 Overview
 3 NUVEEN ENERGY FIVE-YEAR SECTOR PORTFOLIO, JUNE 2000
 7 NUVEEN INTERNET 15-MONTH SECTOR PORTFOLIO, JUNE 2000
11 NUVEEN INTERNET FIVE-YEAR SECTOR PORTFOLIO, JUNE 2000
15 NUVEEN PHARMACEUTICAL 15-MONTH SECTOR PORTFOLIO, JUNE 2000
19 NUVEEN PHARMACEUTICAL FIVE-YEAR  SECTOR PORTFOLIO, JUNE 2000
23 NUVEEN TECHNOLOGY 15-MONTH SECTOR PORTFOLIO, JUNE 2000
27 NUVEEN TECHNOLOGY FIVE-YEAR SECTOR PORTFOLIO, JUNE 2000
31 NUVEEN WIRELESS 15-MONTH SECTOR PORTFOLIO, JUNE 2000
35 NUVEEN WIRELESS FIVE-YEAR SECTOR PORTFOLIO, JUNE 2000
39 How to Buy and Sell Units
39 Investing in the Portfolios
39 Sales or Redemptions
40 Risk Factors
42 Distributions
42 Income Distributions
42 Capital Distributions
42 General Information
42 Termination
42 The Sponsor
43 Optional Features
43 Letter of Intent
43 Reinvestment
43 Nuveen Mutual Funds
44 Notes to Portfolios
45 Statements of Condition
47 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.


                                      ---
                                       2
<PAGE>

Nuveen Energy Five-Year Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of energy companies. The Portfolio is di-
versified across the energy sector including chemicals, integrated oil, oil
field services and equipment, oil and gas exploration and production, oil and
gas drilling, oil refining and marketing and pipelines.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the energy sector;

 . analyzes which subsectors may benefit from the predicted growth of energy
  companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --research and development capabilities;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

Oil and natural gas are leading sources of energy. Analysts believe that over
the next 20 years, world oil demand has the potential to rise with most of the
growth coming from Asia. The Sponsor believes that a number of recent develop-
ments, including the following, have combined to sustain demand and promote
growth in these industries:

 . Technology has lowered costs and improved efficiency in finding and develop-
  ing oil and gas reserves.

 . Production costs outside the United States have declined, making projects
  more economically feasible and increasing drilling activity.

 . Increasing Asian and Eastern European demand for natural gas may fuel that
  segment's continued positive growth; and

 . Offshore drilling was, at one time, five times as costly as onshore drill-
  ing, but improved accessibility and technological advances have reduced that
  gap. Analysts forecast continued long-term growth for the major offshore
  drilling areas.

The Sponsor believes that the energy companies are well-positioned to take ad-
vantage of the world's increasing demand for energy.

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.


Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

 . Stock prices can be volatile.

 . Share prices or dividend rates on the stocks may decline during the life of
  the Portfolio.

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the energy industry. Adverse developments
  in this industry may significantly affect the value of your Units. Companies
  involved in the energy industry must contend with price and supply fluctua-
  tions of unpredictable energy fuels, fluctuating consumer demand, interna-
  tional politics, regulation, taxes, energy conservation and environmental
  concerns.

 . Certain of the securities included in the Portfolio may be foreign securi-
  ties or American

                                      ---
                                       3
<PAGE>

  Depositary Receipts that evidence ownership of underlying foreign securi-
  ties. Foreign securities present risks beyond those of U.S. issuers.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own energy stocks in one convenient package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 . You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees

<TABLE>
<CAPTION>
                                                       Percent of    Amount per
                                                     Public Offering   $1,000
                                                          Price      Invested(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Sales Charge
Upfront Sales Charge (2)............................      1.00%        $10.00
Deferred Sales Charge(3)............................      3.50%        $35.00
                                                          -----        ------
Total Maximum Sales
 Charge.............................................      4.50%        $45.00
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                   Approximate %
                                                   Amount per Unit   of Public
                                                    (based on $10    Offering
                                                        Unit)        Price(1)
                                                   --------------- -------------
<S>                                                <C>             <C>
Trustee's Fee.....................................    $0.00950         0.095%
Sponsor's Supervisory Fee.........................    $0.00350         0.035%
Bookkeeping and Administrative Fees...............    $0.00250         0.025%
Evaluator's Fee...................................    $0.00300         0.030%
Creation and Development
  Fee(4)..........................................    $0.02500         0.250%
Other Operating Expenses(5).......................    $0.00175        0.0175%
                                                      --------        ------
Total.............................................    $0.04525        0.4525%
Maximum Organization Costs(6).....................    $ 0.0225         0.225%
</TABLE>
---------

(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 4.5% and any remaining deferred sales charges.
    Accordingly, the percentage amount of the Upfront Sales Charge will vary
    over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

                                      ---
                                       4
<PAGE>

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from January 31, 2001,
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                         Total
                                                      Upfront   Deferred Maximum
                                                      Sales     Sales    Sales
Number of Units(1)                                    Charge(2) Charge   Charge
----------------------------------------------------- --------- -------- -------
<S>                                                   <C>       <C>      <C>
Less than 5,000...................................... 1.00%     $0.35    4.50%
5,000 to 9,999....................................... 0.75%     $0.35    4.25%
10,000 to 24,999..................................... 0.50%     $0.35    4.00%
25,000 to 49,999..................................... 0.00%     $0.35    3.50%
50,000 to 99,999..................................... 0.00%     $0.35(3) 2.50%
100,000 or more...................................... 0.00%     $0.35(3) 1.50%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
    sis of the number of Units purchased, using the equivalent of 5,000 Units
    to $50,000, 10,000 Units to $100,000 etc., and will be applied on that ba-
    sis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
    Deposit. The percentage amount of the Upfront Sales Charge will vary as
    the Unit price varies and after deferred charges begin.
(3) All Units are subject to the same Deferred Sales Charges. When the de-
    ferred charges exceed the Maximum Sales Charge, you will be given extra
    Units at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
                                                                                             Life of
   1 Year                           3 Years                                                  Portfolio
   -------                          -------                                                 ----------
   <S>                              <C>                                                     <C>
   $513.57                          $605.96                                                  $706.94
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for primary market non-breakpoint purchases of Units to dealer firms in con-
nection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................   3.50%
5,000 to 9,999.......................................................   3.25%
10,000 to 24,999.....................................................   3.00%
25,000 to 49,999.....................................................   2.50%
50,000 to 99,999.....................................................   1.50%
100,000 or more......................................................   0.75%
Rollover Purchases (per Unit)........................................   $0.25
Wrap Account Purchases...............................................   0.00%
</TABLE>
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.

                                      ---
                                       5
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

              Nuveen Energy Five-Year Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                          Percentage
                                                              of
                                                          Aggregate                  Cost of    Current
Number of                                          Ticker  Offering  Market Value Securities to Dividend
 Shares        Name of Issuer of Securities(1)     Symbol   Price     per Share   Portfolio(2)  Yield(3)
--------------------------------------------------------------------------------------------------------
<S>        <C>                                     <C>    <C>        <C>          <C>           <C>
           Oil Company--Exploring & Production               8.01%
    121    Burlington Resources Inc.               BR        4.01%     $41.3750     $  5,006     1.33%
     88    Kerr-McGee Corporation                  KMG       4.00%      56.8750        5,005     3.17%
           Oil Company--Integrated                          35.98%
     89    BP Amoco Plc ADR(6)                     BPA       4.01%      56.2500        5,006     2.37%
     55    Chevron Corporation                     CHV       3.97%      90.4375        4,974     2.87%
    204    Conoco Inc.                             COC/A     4.01%      24.5625        5,011     3.09%
     63    Exxon Mobil Corporation                 XOM       4.00%      79.3125        4,997     2.22%
     92    Phillips Petroleum Company              P         3.99%      54.1875        4,985     2.51%
     81    Royal Dutch Petroleum Company-NY shares RD        4.00%      61.7500        5,002     1.88%
     92    Texaco Inc.                             TX        4.02%      54.6250        5,026     3.30%
     65    Total Fina Elf SA ADR(6)                TOT       3.98%      76.5000        4,973     1.13%
    142    Unocal Corporation                      UCL       4.00%      35.1875        4,997     2.27%
           Oil Field Machine & Equipment                     3.98%
     80    Cooper Cameron Corporation              CAM       3.98%      62.1250        4,970      N/A
           Oil Refining & Marketing                         12.03%
    162    Sunoco, Inc.                            SUN       4.01%      30.9375        5,012     3.23%
    171    Tosco Corporation                       TOS       4.01%      29.3125        5,012     0.96%
    175    Valero Energy Corporation               VLO       4.01%      28.6250        5,009     1.18%
           Oil & Gas Drilling                               15.99%
    205    Global Marine Inc.                      GLM       4.00%      24.3750        4,997      N/A
    137    Nabors Industries, Inc.                 NBR       3.99%      36.4375        4,992      N/A
    137    Noble Drilling Corporation              NE        4.00%      36.5000        5,001      N/A
    113    Transocean Sedco Forex Inc.             RIG       4.00%      44.2500        5,000     0.27%
           Oil-Field Services                               11.99%
    160    Baker Hughes Incorporated               BHI       3.98%      31.1250        4,980     1.48%
    110    Halliburton Company                     HAL       4.02%      45.6250        5,019     1.10%
     72    Schlumberger Limited                    SLB       3.99%      69.2500        4,986     1.08%
           Pipelines                                        12.02%
     73    Dynergy Inc.                            DYN       4.00%      68.5000        5,001     0.88%
    106    El Paso Energy Corporation              EPG       4.01%      47.1875        5,002     1.75%
     76    Enron Corp.                             ENE       4.01%      66.0000        5,016     0.76%
  -----                                                     ------                  --------
  2,869                                                       100%                  $124,979
  =====                                                     ======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       6
<PAGE>

Nuveen Internet
15-Month Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of Internet companies. The Portfolio is
diversified across many Internet products and services industries including
browser software, hardware, networking equipment, service provider and network
security.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.


Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the Internet sector;

 . analyzes which subsectors may benefit from the predicted growth of Internet
  companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --research and development capabilities;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. The Sponsor believes that recent industry trends have stimulated
both growth and demand.

Exponential Growth in Users--The number of Internet users surpassed 276 mil-
lion in 1999 and are expected to grow to 375 million by year-end 2000. The
United States is still the leading Internet country, with China expected to
take second place by 2005. At the end of 2000, the United States is predicted
to only account for 36% of total global Internet users, down from 46% in 1998
and 55% in 1996. (eTForecasts, 5/1/00).

Expanding Gateways to the Internet--From less than 12 million units in 1999,
information appliances are expected to increase to over 300 million units in
2005 for a compound annual growth rate of 71.8%. (eTForecasts, 3/23/00). In-
formation appliances include set-top boxes, cellular phones and handheld com-
puters. By 2006, information appliances are expected to match the number of
PCs used for web access. (eTForecasts, 5/1/00).

Untapped Potential--In late 1999 computer penetration in the United States
reached 53% of households, with 34% of those households online. While this
represents steady growth in Internet penetration, it also indicates great po-
tential for growth. (Ernst & Young, 1/00). "The Net is to the 21st century
what the automobile was to the 20th and the railroad to the 19th." (Business
Week, 12/27/99).

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.


Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

 . Stock prices can be volatile.

 . Share prices or dividend rates on the stocks may decline during the life of
  the Portfolio.

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the Internet industry. Adverse developments
  in this industry may significantly affect the value of your Units. Companies
  involved in the Internet industry must contend with rapid changes in tech-
  nology, intense worldwide competition and the rapid obsolescence of products
  and services.


                                      ---
                                       7
<PAGE>


 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own Internet stocks in one convenient package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy that includes the
  investment in subsequent portfolios, if available.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 .You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees

<TABLE>
<CAPTION>
                                                            Percent
                                                           of Public Amount per
                                                           Offering    $1,000
                                                             Price   Invested(1)
                                                           --------- -----------
<S>                                                        <C>       <C>
Sales Charge
Upfront Sales Charge(2)...................................   1.00%     $10.00
Deferred Sales Charge(3)..................................   1.95%     $19.50
                                                             -----     ------

Total Maximum Sales Charge................................   2.95%     $29.50
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                     Approximate
                                                     Amount per Unit % of Public
                                                      (based on $10   Offering
                                                          Unit)       Price(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Trustee's Fee.......................................    $0.00950        0.095%
Sponsor's Supervisory Fee...........................    $0.00350        0.035%
Bookkeeping and Administrative Fees.................    $0.00250        0.025%
Evaluator's Fee.....................................    $0.00300        0.030%
Creation and Development Fee(4).....................    $0.02500        0.250%
Other Operating Expenses(5).........................    $0.00175       0.0175%
                                                        --------       -------
Total...............................................    $0.04525       0.4525%
Maximum Organization Costs(6).......................    $ 0.0225        0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 2.95% and any remaining deferred sales
    charges. Accordingly, the percentage amount of the Upfront Sales Charge
    will vary over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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
    0.75% 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.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 2.95% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.195 per Unit and are deducted monthly in installments of
$0.039 per Unit on the last business day of the month from January 31, 2001,
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

                                      ---
                                       8
<PAGE>

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                          Total
                                                     Upfront  Deferred   Maximum
                                                      Sales    Sales      Sales
                Number of Units(1)                  Charge(2)  Charge    Charge
--------------------------------------------------- --------- --------   -------
<S>                                                 <C>       <C>        <C>
Less than 5,000....................................   1.00%    $0.195     2.95%
5,000 to 9,999.....................................   0.75%    $0.195     2.70%
10,000 to 24,999...................................   0.50%    $0.195     2.45%
25,000 to 49,999...................................   0.25%    $0.195     2.20%
50,000 to 99,999...................................   0.00%    $0.195     1.95%
100,000 or more....................................   0.00%    $0.195(3)  1.20%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to you.

(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.

(3) All Units are subject to the same Deferred Sales Charges. When the de-
ferred charges exceed the Maximum Sales Charge, you will be given extra Units
at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. The secondary
market sales charges for the Portfolio are the same as primary market charges
provided above.

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>
  1 Year                3 Years                            5 Years                            10 Years
  -------               -------                           ---------                           ---------
  <S>                   <C>                               <C>                                 <C>
  $362.07               $882.67                           $1,429.24                           $2,903.83
</TABLE>

While the Portfolio has a term of approximately 15 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 2.25% of the Public Offering Price
for primary and secondary market non-breakpoint purchases of Units to dealer
firms in connection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:


<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................    2.25%
5,000 to 9,999.......................................................    2.00%
10,000 to 24,999.....................................................    1.75%
25,000 to 49,999.....................................................    1.50%
50,000 to 99,999.....................................................    1.25%
100,000 or more......................................................    0.60%
Rollover Purchases (per Unit)........................................  $0.13
Wrap Account Purchases...............................................    0.00%
</TABLE>

*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.

                                      ---
                                       9
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

              Nuveen Internet 15-Month Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                              Percentage
                                                                  of
                                                              Aggregate                  Cost of    Current
Number of                                              Ticker  Offering  Market Value Securities to Dividend
 Shares          Name of Issuer of Securities(1)       Symbol   Price     per Share   Portfolio(2)  Yield(3)
------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>    <C>        <C>          <C>           <C>
           Applications Software                                 4.02%
     75    Microsoft Corporation                       MSFT      4.02%    $ 66.8750     $  5,016      N/A
           Computer Data Security                               11.99%
    279    AXENT Technologies, Inc.                    AXNT      4.09%      18.3125        5,109      N/A
     73    EMC Corporation                             EMC       3.97%      67.8125        4,950      N/A
     78    RSA Security, Inc.                          RSAS      3.93%      62.8750        4,904      N/A
           Computers--Micro                                      7.99%
     44    International Business Machines Corporation IBM       3.96%     112.4375        4,947      0.46%
     57    Sun Microsystems, Inc.                      SUNW      4.03%      88.1875        5,027      N/A
           E-Commerce                                            8.10%
     94    Amazon.com, Inc.                            AMZN      4.11%      54.5000        5,123      N/A
     66    eBay Inc.                                   EBAY      3.99%      75.4375        4,979      N/A
           Elecronic Forms                                       3.92%
     38    Adobe Systems Incorporated                  ADBE      3.92%     128.6875        4,890      0.04%
           Internet Content                                     11.79%
     99    DoubleClick Inc.                            DCLK      3.91%      49.1875        4,870      N/A
    123    Safeguard Scientifics, Inc.                 SFE       3.92%      39.8125        4,897      N/A
     36    Yahoo! Inc.                                 YHOO      3.96%     137.3125        4,943      N/A
           Internet Software                                    28.03%
     90    America Online, Inc.                        AOL       3.99%      55.2500        4,973      N/A
     64    Ariba, Inc.                                 ARBA      4.13%      80.5000        5,152      N/A
    240    At Home Corporation                         ATHM      3.92%      20.3750        4,890      N/A
     97    BroadVision, Inc.                           BVSN      4.03%      51.8750        5,032      N/A
     57    Exodus Communications Inc.                  EXDS      3.98%      87.0000        4,959      N/A
     39    Inktomi Corporation                         INKT      4.00%     128.0000        4,992      N/A
    113    RealNetworks, Inc.                          RNWK      3.98%      44.0000        4,972      N/A
           Network Software                                     12.12%
     78    Cisco Systems, Inc.                         CSCO      3.95%      63.2500        4,934      N/A
     24    Juniper Networks, Inc.                      JNPR      4.14%     215.0000        5,160      N/A
     40    Micromuse Inc.                              MUSE      4.03%     125.6875        5,028      N/A
           Telecom Services                                      4.01%
    114    Qwest Communications International Inc.     Q         4.01%      43.8750        5,002      N/A
           Telecommunication Equipment                           8.03%
     78    Lucent Technologies Inc.                    LU        4.02%      64.3750        5,021      0.12%
     84    Nortel Networks Corporation                 NT(5)     4.01%      59.6250        5,009      0.13%
  -----                                                        -------                  --------
  2,180                                                        100.00%                  $124,779
  =====                                                        =======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       10
<PAGE>

Nuveen Internet Five-Year Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of Internet companies. The Portfolio is
diversified across many Internet products and services industries including
browser software, hardware, networking equipment, service provider and network
security.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the Internet sector;

 . analyzes which subsectors may benefit from the predicted growth of Internet
  companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --research and development capabilities;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. The Sponsor believes that recent industry trends have stimulated
both growth and demand.

Exponential Growth in Users--The number of Internet users surpassed 276 mil-
lion in 1999 and are expected to grow to 375 million by year-end 2000. The
United States is still the leading Internet country, with China expected to
take second place by 2005. At the end of 2000, the United States is predicted
to only account for 36% of total global Internet users, down from 46% in 1998
and 55% in 1996. (eTForecasts, 5/1/00).

Expanding Gateways to the Internet--From less than 12 million units in 1999,
information appliances are expected to increase to over 300 million units in
2005 for a compound annual growth rate of 71.8%. (eTForecasts, 3/23/00). In-
formation appliances include set-top boxes, cellular phones and handheld com-
puters. By 2006, information appliances are expected to match the number of
PCs used for web access. (eTForecasts, 5/1/00).

Untapped Potential--In late 1999 computer penetration in the United States
reached 53% of households, with 34% of those households online. While this
represents steady growth in Internet penetration, it also indicates great po-
tential for growth. (Ernst & Young, 1/00). "The Net is to the 21st century
what the automobile was to the 20th and the railroad to the 19th." (Business
Week, 12/27/99).

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.


Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

 . Stock prices can be volatile.

 . Share prices or dividend rates on the stocks may decline during the life of
  the Portfolio.

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

                                      ---
                                      11
<PAGE>


 . The Portfolio is concentrated in the Internet industry. Adverse developments
  in this industry may significantly affect the value of your Units. Companies
  involved in the Internet industry must contend with rapid changes in tech-
  nology, intense worldwide competition and the rapid obsolescence of products
  and services.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own Internet stocks in one convenient package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 . You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees

<TABLE>
<CAPTION>
                                                       Percent of    Amount per
                                                     Public Offering   $1,000
                                                          Price      Invested(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Sales Charge
Upfront Sales Charge (2)............................      1.00%        $10.00
Deferred Sales Charge(3)............................      3.50%        $35.00
                                                          -----        ------
Total Maximum Sales
 Charge.............................................      4.50%        $45.00
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                   Approximate %
                                                   Amount per Unit   of Public
                                                    (based on $10    Offering
                                                        Unit)        Price(1)
                                                   --------------- -------------
<S>                                                <C>             <C>
Trustee's Fee.....................................    $0.00950         0.095%
Sponsor's Supervisory Fee.........................    $0.00350         0.035%
Bookkeeping and Administrative Fees...............    $0.00250         0.025%
Evaluator's Fee...................................    $0.00300         0.030%
Creation and Development
  Fee(4)..........................................    $0.02500         0.250%
Other Operating Expenses(5).......................    $0.00175        0.0175%
                                                      --------        ------
Total.............................................    $0.04525        0.4525%
Maximum Organization Costs(6).....................    $ 0.0225         0.225%
</TABLE>
---------

(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 4.5% and any remaining deferred sales charges.
    Accordingly, the percentage amount of the Upfront Sales Charge will vary
    over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

                                      ---
                                      12
<PAGE>

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from January 31, 2001
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                         Total
                                                      Upfront   Deferred Maximum
                                                      Sales     Sales    Sales
Number of Units(1)                                    Charge(2) Charge   Charge
----------------------------------------------------- --------- -------- -------
<S>                                                   <C>       <C>      <C>
Less than 5,000...................................... 1.00%     $0.35    4.50%
5,000 to 9,999....................................... 0.75%     $0.35    4.25%
10,000 to 24,999..................................... 0.50%     $0.35    4.00%
25,000 to 49,999..................................... 0.00%     $0.35    3.50%
50,000 to 99,999..................................... 0.00%     $0.35(3) 2.50%
100,000 or more...................................... 0.00%     $0.35(3) 1.50%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
    sis of the number of Units purchased, using the equivalent of 5,000 Units
    to $50,000, 10,000 Units to $100,000 etc., and will be applied on that ba-
    sis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
    Deposit. The percentage amount of the Upfront Sales Charge will vary as
    the Unit price varies and after deferred charges begin.
(3) All Units are subject to the same Deferred Sales Charges. When the de-
    ferred charges exceed the Maximum Sales Charge, you will be given extra
    Units at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
                                                                                             Life of
   1 Year                           3 Years                                                  Portfolio
   -------                          -------                                                 ----------
   <S>                              <C>                                                     <C>
   $513.57                          $605.96                                                  $706.94
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for primary market non-breakpoint purchases of Units to dealer firms in con-
nection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................   3.50%
5,000 to 9,999.......................................................   3.25%
10,000 to 24,999.....................................................   3.00%
25,000 to 49,999.....................................................   2.50%
50,000 to 99,999.....................................................   1.50%
100,000 or more......................................................   0.75%
Rollover Purchases (per Unit)........................................   $0.25
Wrap Account Purchases...............................................   0.00%
</TABLE>
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.

                                      ---
                                      13
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

             Nuveen Internet Five-Year Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                              Percentage
                                                                  of
                                                              Aggregate                  Cost of    Current
Number of                                              Ticker  Offering  Market Value Securities to Dividend
 Shares          Name of Issuer of Securities(1)       Symbol   Price     per Share   Portfolio(2)  Yield(3)
------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>    <C>        <C>          <C>           <C>
           Applications Software                                 4.02%
     75    Microsoft Corporation                       MSFT      4.02%    $ 66.8750     $  5,016      N/A
           Computer Data Security                               11.99%
    279    AXENT Technologies, Inc.                    AXNT      4.09%      18.3125        5,109      N/A
     73    EMC Corporation                             EMC       3.97%      67.8125        4,950      N/A
     78    RSA Security, Inc.                          RSAS      3.93%      62.8750        4,904      N/A
           Computers--Micro                                      7.99%
     44    International Business Machines Corporation IBM       3.96%     112.4375        4,947      0.46%
     57    Sun Microsystems, Inc.                      SUNW      4.03%      88.1875        5,027      N/A
           E-Commerce                                            8.10%
     94    Amazon.com, Inc.                            AMZN      4.11%      54.5000        5,123      N/A
     66    eBay Inc.                                   EBAY      3.99%      75.4375        4,979      N/A
           Elecronic Forms                                       3.92%
     38    Adobe Systems Incorporated                  ADBE      3.92%     128.6875        4,890      0.04%
           Internet Content                                     11.79%
     99    DoubleClick Inc.                            DCLK      3.91%      49.1875        4,870      N/A
    123    Safeguard Scientifics, Inc.                 SFE       3.92%      39.8125        4,897      N/A
     36    Yahoo! Inc.                                 YHOO      3.96%     137.3125        4,943      N/A
           Internet Software                                    28.03%
     90    America Online, Inc.                        AOL       3.99%      55.2500        4,973      N/A
     64    Ariba, Inc.                                 ARBA      4.13%      80.5000        5,152      N/A
    240    At Home Corporation                         ATHM      3.92%      20.3750        4,890      N/A
     97    BroadVision, Inc.                           BVSN      4.03%      51.8750        5,032      N/A
     57    Exodus Communications Inc.                  EXDS      3.98%      87.0000        4,959      N/A
     39    Inktomi Corporation                         INKT      4.00%     128.0000        4,992      N/A
    113    RealNetworks, Inc.                          RNWK      3.98%      44.0000        4,972      N/A
           Network Software                                     12.12%
     78    Cisco Systems, Inc.                         CSCO      3.95%      63.2500        4,934      N/A
     24    Juniper Networks, Inc.                      JNPR      4.14%     215.0000        5,160      N/A
     40    Micromuse Inc.                              MUSE      4.03%     125.6875        5,028      N/A
           Telecommunication Services                            4.01%
    114    Qwest Communications International Inc.     Q         4.01%      43.8750        5,002      N/A
           Telecommunication Equipment                           8.03%
     78    Lucent Technologies Inc.                    LU        4.02%      64.3750        5,021      0.12%
     84    Nortel Networks Corporation                 NT        4.01%      59.6250        5,009      0.13%
  -----                                                        -------                  --------
  2,180                                                        100.00%                  $124,779
  =====                                                        =======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       14
<PAGE>

Nuveen Pharmaceutical 15-Month Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of pharmaceutical companies. The Portfolio
is diversified across many industries including biotechnology, generics,
biomedical/genetics, medical drugs, medical instruments and products, optical
supplies and therapeutics. The Sponsor selects stocks within the sector that it
believes have the potential for capital appreciation.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to rein-
vest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the pharmaceutical sector;

 . analyzes which subsectors may benefit from the predicted growth of pharma-
  ceutical companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

Today's health care environment is ever changing--from managed care to major
medical breakthroughs. The Sponsor believes that a number of developments, in-
cluding the following, have combined to fuel growth in this sector:

 . Aging Population--The aging population is expected to have a significant im-
  pact on health care spending. Currently, those 65 and older account for
  12.5% of the population and roughly 34% of health care expenditures, and the
  global over-65 population is predicted to rise through the year 2025. This
  aging population pressures the industry to continue developing new drugs to
  improve and prolong life.

 . Managed Care--Managed care is a way of linking health care coverage with
  health care providers. Enrollees who receive services through managed care
  providers such as health maintenance organizations (HMOs) and preferred pro-
  vider organizations (PPOs), receive their health care from a group of ap-
  proved doctors and hospitals. Managed care's share of the retail pharmaceu-
  tical market was less than 30% at the start of the 1990s. As of 1999, almost
  80% of employed Americans were covered by managed health care. (Pharmaceuti-
  cal Industry Profile, 2000). The Sponsor believes that the rapid growth of
  managed care's presence should continue to transform the market place.

 . Legislation--Key drivers of industry growth include recent legislation that
  expedites the new drug review process and allows the promotion of drugs for
  unapproved uses under certain circumstances, and the FDA's relaxed rules on
  direct-to-consumer advertising of prescription drugs.

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform

                                      ---
                                       15
<PAGE>

as well as you hope. These things can happen for various reasons, including:

 . Stock prices can be volatile.

 . Share prices or dividend rates on the stocks may decline during the life of
  the Portfolio.

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the pharmaceutical industry. Adverse devel-
  opments in this industry may significantly affect the value of your Units.
  Companies involved in the pharmaceutical industry must contend with regula-
  tion, competition, termination of patent protections and the risk that tech-
  nological advances will render their products obsolete.

 . Certain of the securities included in the Portfolio may be foreign securi-
  ties or American Depositary Receipts that evidence ownership of underlying
  foreign securities. Foreign securities present risks beyond those of U.S.
  issuers.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own pharmaceutical stocks in one convenient package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy that includes the
  investment in subsequent portfolios, if available.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 . You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees
<TABLE>
<CAPTION>
                                                            Percent
                                                           of Public Amount per
                                                           Offering    $1,000
                                                             Price   Invested(1)
                                                           --------- -----------
<S>                                                        <C>       <C>
Sales Charge
Upfront Sales Charge(2)...................................   1.00%     $10.00
Deferred Sales Charge(3)..................................   1.95%     $19.50
                                                             -----     ------

Total Maximum Sales Charge................................   2.95%     $29.50
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                     Approximate
                                                     Amount per Unit % of Public
                                                      (based on $10   Offering
                                                          Unit)       Price(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Trustee's Fee.......................................    $0.00950        0.095%
Sponsor's Supervisory Fee...........................    $0.00350        0.035%
Bookkeeping and Administrative Fees.................    $0.00250        0.025%
Evaluator's Fee.....................................    $0.00300        0.030%
Creation and Development Fee(4).....................    $0.02500        0.250%
Other Operating Expenses(5).........................    $0.00175       0.0175%
                                                        --------       -------
Total...............................................    $0.04525       0.4525%
Maximum Organization Costs(6).......................    $ 0.0225        0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 2.95% and any remaining deferred sales
    charges. Accordingly, the percentage amount of the Upfront Sales Charge
    will vary over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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
    0.75% 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

                                      ---
                                      16
<PAGE>

   average daily net assets and will exceed the per Unit fee provided above
   for Units whose value exceeds $10 per Unit.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 2.95% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.195 per Unit and are deducted monthly in installments of
$0.039 per Unit on the last business day of the month from January 31, 2001
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

The maximum per Unit sales charges are reduced as follows:
<TABLE>
<CAPTION>
                                                                          Total
                                                     Upfront  Deferred   Maximum
                                                      Sales    Sales      Sales
                Number of Units(1)                  Charge(2)  Charge    Charge
--------------------------------------------------- --------- --------   -------
<S>                                                 <C>       <C>        <C>
Less than 5,000....................................   1.00%    $0.195     2.95%
5,000 to 9,999.....................................   0.75%    $0.195     2.70%
10,000 to 24,999...................................   0.50%    $0.195     2.45%
25,000 to 49,999...................................   0.25%    $0.195     2.20%
50,000 to 99,999...................................   0.00%    $0.195     1.95%
100,000 or more....................................   0.00%    $0.195(3)  1.20%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to you.

(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.

(3) All Units are subject to the same Deferred Sales Charges. When the de-
ferred charges exceed the Maximum Sales Charge, you will be given extra Units
at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. The secondary
market sales charges for the Portfolio are the same as primary market charges
provided above.

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>
  1 Year                3 Years                            5 Years                            10 Years
  -------               -------                           ---------                           ---------
  <S>                   <C>                               <C>                                 <C>
  $362.07               $882.67                           $1,429.24                           $2,903.83
</TABLE>

While the Portfolio has a term of approximately 15 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 2.25% of the Public Offering Price
for primary and secondary market non-breakpoint purchases of Units to dealer
firms in connection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:
<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................   2.25%
5,000 to 9,999.......................................................   2.00%
10,000 to 24,999.....................................................   1.75%
25,000 to 49,999.....................................................   1.50%
50,000 to 99,999.....................................................   1.25%
100,000 or more......................................................   0.60%
Rollover Purchases (per Unit)........................................   $0.13
Wrap Account Purchases...............................................   0.00%
</TABLE>

*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.

                                      ---
                                      17
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

        Nuveen Pharmaceutical 15-Month Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                              Percentage
                                                                  of
                                                              Aggregate                  Cost of    Current
Number of                                              Ticker  Offering  Market Value Securities to Dividend
 Shares          Name of Issuer of Securities(1)       Symbol   Price     per Share   Portfolio(2)  Yield(3)
------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>    <C>        <C>          <C>           <C>
           Drug Delivery Systems                                12.16%
    110    Alkermes, Inc.                               ALKS     4.01%    $ 45.3750     $  4,991      N/A
     86    Andrx Corporation                            ADRX     4.15%      60.2500        5,182      N/A
    131    Elan Corporation Plc                         ELN      4.00%      38.0000        4,978      N/A
           Instruments--Scientific                               8.00%
     75    PE Corp.-PE Biosystems Group                 PEB      4.04%      67.0000        5,025     0.25%
     47    Waters Corporation                           WAT      3.95%     104.6250        4,917      N/A
           Medical Instruments                                   3.95%
     99    Medtronic, Inc.                              MDT      3.95%      49.6250        4,913     0.32%
           Medical Labs & Testing Services                       4.03%
     79    Quest Diagnostics Incorporated               DGX      4.03%      63.3750        5,007      N/A
           Medical Products                                      7.89%
     75    Baxter International Inc.                    BAX      3.97%      65.8750        4,941     1.77%
     58    Johnson & Johnson                            JNJ      3.92%      84.0000        4,872     1.52%
           Medical--Biomedical/Gene                             12.11%
     73    Amgen Inc.                                   AMGN     3.94%      67.0625        4,896      N/A
     85    Genzyme Corporation                          GENZ     4.07%      59.5000        5,058      N/A
     48    Millennium Pharmaceuticals, Inc.             MLNM     4.10%     106.3125        5,103      N/A
           Medical--Drugs                                       43.88%
    124    Abbott Laboratories                          ABT      3.96%      39.7500        4,929     1.91%
     94    American Home Products Corporation           AHP      3.97%      52.5000        4,935     1.75%
    121    AstraZeneca Group Plc                        AZN      4.01%      41.2500        4,991     2.28%
     79    Aventis SA                                   AVE      4.03%      63.5000        5,017     0.75%
     97    Bristol-Myers Squibb Company                 BMY      4.01%      51.3750        4,983     1.91%
     69    Eli Lilly and Company                        LLY      4.02%      72.4375        4,998     1.44%
     93    Glaxo Wellcome Plc, ADR                      GLX      4.00%      53.5000        4,976     2.42%
     71    Merck and Co., Inc.                          MRK      3.95%      69.1875        4,912     1.68%
    115    Pfizer Inc.                                  PFE      3.97%      42.8750        4,931     0.84%
    100    Pharmacia Corporation                        PHA      4.02%      50.0000        5,000     0.96%
    110    Schering-Plough Corporation                  SGP      3.93%      44.3750        4,881     1.26%
           Medical--Generic Drugs                                4.01%
    102    Alpharma Inc.                                ALO      4.01%      48.8750        4,985     0.37%
           Optical Supplies                                      3.97%
     73    Allergan Inc.                                AGN      3.97%      67.5625        4,932     0.47%
  -----                                                        -------                  --------
  2,214                                                        100.00%                  $124,353
  =====                                                        =======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       18
<PAGE>

Nuveen Pharmaceutical Five-Year Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of pharmaceutical companies. The Portfo-
lio is diversified across many industries including biotechnology, generics,
biomedical/genetics, medical drugs, medical instruments and products, optical
supplies and therapeutics. The Sponsor selects stocks within the sector that
it believes have the potential for capital appreciation.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the pharmaceutical sector;

 . analyzes which subsectors may benefit from the predicted growth of pharma-
  ceutical companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

Today's health care environment is ever changing--from managed care to major
medical breakthroughs. The Sponsor believes that a number of developments, in-
cluding the following, have combined to fuel growth in this sector:

 . Aging Population--The aging population is expected to have a significant im-
  pact on health care spending. Currently, those 65 and older account for
  12.5% of the population and roughly 34% of health care expenditures, and the
  global over-65 population is predicted to rise through the year 2025. This
  aging population pressures the industry to continue developing new drugs to
  improve and prolong life.

 . Managed Care--Managed care is a way of linking health care coverage with
  health care providers. Enrollees who receive services through managed care
  providers such as health maintenance organizations (HMOs) and preferred pro-
  vider organizations (PPOs), receive their health care from a group of ap-
  proved doctors and hospitals. Managed care's share of the retail pharmaceu-
  tical market was less than 30% at the start of the 1990s. As of 1999, almost
  80% of employed Americans were covered by managed health care. (Pharmaceuti-
  cal Industry Profile, 2000). The Sponsor believes that the rapid growth of
  managed care's presence should continue to transform the market place.

 . Legislation--Key drivers of industry growth include recent legislation that
  expedites the new drug review process and allows the promotion of drugs for
  unapproved uses under certain circumstances, and the FDA's relaxed rules on
  direct-to-consumer advertising of prescription drugs.

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform 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.

                                      ---
                                      19
<PAGE>

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the pharmaceutical industry. Adverse devel-
  opments in this industry may significantly affect the value of your Units.
  Companies involved in the pharmaceutical industry must contend with regula-
  tion, competition, termination of patent protections and the risk that tech-
  nological advances will render their products obsolete.

 . Certain of the securities included in the Portfolio may be foreign securi-
  ties or American Depositary Receipts that evidence ownership of underlying
  foreign securities. Foreign securities present risks beyond those of U.S.
  issuers.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own pharmaceutical stocks in one convenient package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 . You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.
Shareholder Fees

<TABLE>
<CAPTION>
                                                       Percent of    Amount per
                                                     Public Offering   $1,000
                                                          Price      Invested(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Sales Charge
Upfront Sales Charge(2).............................      1.00%        $10.00
Deferred Sales Charge(3)............................      3.50%        $35.00
                                                          -----        ------
Total Maximum Sales Charge..........................      4.50%        $45.00
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                   Approximate %
                                                   Amount per Unit   of Public
                                                    (based on $10    Offering
                                                        Unit)        Price(1)
                                                   --------------- -------------
<S>                                                <C>             <C>
Trustee's Fee.....................................    $0.00950         0.095%
Sponsor's Supervisory Fee.........................    $0.00350         0.035%
Bookkeeping and Administrative Fees...............    $0.00250         0.025%
Evaluator's Fee...................................    $0.00300         0.030%
Creation and Development
  Fee(4)..........................................    $0.02500         0.250%
Other Operating Expenses(5).......................    $0.00175        0.0175%
                                                      --------        -------
Total.............................................    $0.04525        0.4525%
Maximum Organization Costs(6).....................    $ 0.0225         0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.
(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 4.5% and any remaining deferred sales charges.
    Accordingly, the percentage amount of the Upfront Sales Charge will vary
    over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees,

                                      ---
                                      20
<PAGE>

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from January 31, 2001,
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                           Total
                                                      Upfront  Deferred   Maximum
                                                       Sales    Sales      Sales
                 Number of Units(1)                  Charge(2)  Charge    Charge
 --------------------------------------------------  --------- --------   -------
 <S>                                                 <C>       <C>        <C>
 Less than 5,000...................................    1.00%    $0.35      4.50%
 5,000 to 9,999....................................    0.75%    $0.35      4.25%
 10,000 to 24,999..................................    0.50%    $0.35      4.00%
 25,000 to 49,999..................................    0.00%    $0.35      3.50%
 50,000 to 99,999..................................    0.00%    $0.35(3)   2.50%
 100,000 or more...................................    0.00%    $0.35(3)   1.50%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
    sis of the number of Units purchased, using the equivalent of 5,000 Units
    to $50,000, 10,000 Units to $100,000, etc., and will be applied on that
    basis which is more favorable to you.

(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
    Deposit. The percentage amount of the Upfront Sales Charge will vary as
    the Unit price varies and after deferred charges begin.

(3) All Units are subject to the same Deferred Sales Charges. When the de-
    ferred charges exceed the Maximum Sales Charge, you will be given extra
    Units at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
   1 Year                       3 Years              Life of Portfolio
   -------                      -------              -----------------
   <S>                          <C>                  <C>
   $513.57                      $605.96                   $706.94
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for primary market non-breakpoint purchases of Units to dealer firms in con-
nection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................    3.50%
5,000 to 9,999.......................................................    3.25%
10,000 to 24,999.....................................................    3.00%
25,000 to 49,999.....................................................    2.50%
50,000 to 99,999.....................................................    1.50%
100,000 or more......................................................    0.75%
Rollover Purchases (per Unit)........................................   $0.25
Wrap Account Purchases...............................................    0.00%
</TABLE>

*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Propsectus for ad-
ditional infomation on dealer concessions, volume incentives and secondary
market concessions.

                                      ---
                                      21
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

          Nuveen Pharmaceutical Five-Year Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                              Percentage
                                                                  of
                                                              Aggregate                  Cost of    Current
Number of                                              Ticker  Offering  Market Value Securities to Dividend
 Shares          Name of Issuer of Securities(1)       Symbol   Price     per Share   Portfolio(2)  Yield(3)
------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>    <C>        <C>          <C>           <C>
           Drug Delivery Systems                                12.16%
    110    Alkermes, Inc.                               ALKS     4.01%    $ 45.3750     $  4,991      N/A
     86    Andrx Corporation                            ADRX     4.15%      60.2500        5,182      N/A
    131    Elan Corporation Plc(5)                      ELN      4.00%      38.0000        4,978      N/A
           Instruments--Scientific                               8.00%
     75    PE Corp.-PE Biosystems Group                 PEB      4.04%      67.0000        5,025     0.25%
     47    Waters Corporation                           WAT      3.95%     104.6250        4,917      N/A
           Medical Instruments                                   3.95%
     99    Medtronic, Inc.                              MDT      3.95%      49.6250        4,913     0.32%
           Medical Labs & Testing Services                       4.03%
     79    Quest Diagnostics Incorporated               DGX      4.03%      63.3750        5,007      N/A
           Medical Products                                      7.89%
     75    Baxter International Inc.                    BAX      3.97%      65.8750        4,941     1.77%
     58    Johnson & Johnson                            JNJ      3.92%      84.0000        4,872     1.52%
           Medical--Biomedical/Gene                             12.11%
     73    Amgen Inc.                                   AMGN     3.94%      67.0625        4,896      N/A
     85    Genzyme Corporation                          GENZ     4.07%      59.5000        5,058      N/A
     48    Millennium Pharmaceuticals, Inc.             MLNM     4.10%     106.3125        5,103      N/A
           Medical--Drugs                                       43.88%
    124    Abbott Laboratories                          ABT      3.96%      39.7500        4,929     1.91%
     94    American Home Products Corporation           AHP      3.97%      52.5000        4,935     1.75%
    121    AstraZeneca Group Plc(5)                     AZN      4.01%      41.2500        4,991     2.28%
     79    Aventis SA(5)                                AVE      4.03%      63.5000        5,017     0.75%
     97    Bristol-Myers Squibb Company                 BMY      4.01%      51.3750        4,983     1.91%
     69    Eli Lilly and Company                        LLY      4.02%      72.4375        4,998     1.44%
     93    Glaxo Wellcome Plc, ADR(6)                   GLX      4.00%      53.5000        4,976     2.42%
     71    Merck & Co., Inc.                            MRK      3.95%      69.1875        4,912     1.68%
    115    Pfizer Inc.                                  PFE      3.97%      42.8750        4,931     0.84%
    100    Pharmacia Corporation                        PHA      4.02%      50.0000        5,000     0.96%
    110    Schering-Plough Corporation                  SGP      3.93%      44.3750        4,881     1.26%
           Medical--Generic Drugs                                4.01%
    102    Alpharma Inc.                                ALO      4.01%      48.8750        4,985     0.37%
           Optical Supplies                                      3.97%
     73    Allergan Inc.                                AGN      3.97%      67.5625        4,932     0.47%
  -----                                                        -------                  --------
  2,214                                                        100.00%                  $124,353
  =====                                                        =======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       22
<PAGE>

Nuveen Technology 15-Month Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of technology companies. The Portfolio is
diversified across the technology sector including computers, computer
networking, software, semiconductors and communications. The Sponsor selects
stocks within the sector that it believes have the potential for capital ap-
preciation.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the technology sector;

 . analyzes which subsectors may benefit from the predicted growth of technol-
  ogy companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --research and development capabilities;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

The technological revolution continues to surge forward at speeds once incom-
prehensible. The Sponsor believes that a number of developments, including the
following, have combined to fuel growth in this sector:

 . Internet Growth--The evolution and expansion of the Internet has generated
  tremendous growth opportunities. The number of Internet users surpassed 276
  million in 1999 and are expected to grow to 375 million by year-end 2000.
  The United States is still the leading Internet country, with China expected
  to take second place by 2005. At the end of 2000, the United States is pre-
  dicted to account for 36% of total global Internet users, down from 46% in
  1998 and 55% in 1996. (eTForecasts, 5/1/00). Internet-driven worldwide reve-
  nue should continue to grow as Internet access increases.

 . Low Cost PCs--The emergence of sub-$1,000 PCs has expanded the home computer
  market and driven the development of enhanced software for smaller comput-
  ers. Thus, the functionality and capabilities once available only through
  high-end, costly hardware are now accessible to home users.

 . Technological Advances--PC demand increases as users migrate or upgrade to
  faster, new systems. The Sponsor believes that the demand surge that sur-
  rounded the arrival of Microsoft Windows 95 could potentially return with
  Intel's and Microsoft's ongoing product introductions.

 . Software Trends--Predictions are that online software sales will rise to $33
  billion by 2003 (International Data Corp., 7/99). With the boon in online
  commerce, many firms see the Internet as a low-cost, high-impact distribu-
  tion channel. Software companies are no exception.

 . Growth in PC Usage--More than one billion computers and nearly one billion
  PCs is expected to be in use globally by 2005. (eTForecasts, 10/3/99). North
  America is the current leader, but Asia/Pacific is expected to seize that
  title by 2005 with over 297 million PCs-in-use. Western Europe is expected
  to be second by 2005 with over 259 million PCs-in-use. (eTForecasts,
  10/3/99).

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform

                                      ---
                                      23
<PAGE>

as well as you hope. These things can happen for various reasons, including:

 . Stock prices can be volatile.

 . Share prices or dividend rates on the stocks may decline during the life of
  the Portfolio.

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the technology industry. Adverse develop-
  ments in this industry may significantly affect the value of your Units.
  Companies involved in this industry must contend with rapid changes in tech-
  nology, intense competition, government regulation and the rapid obsoles-
  cence of products and services.

 . Certain of the securities included in the Portfolio may be foreign securi-
  ties or American Depositary Receipts that evidence ownership of underlying
  foreign securities. Foreign securities present risks beyond those of U.S.
  issuers.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own technology stocks in one convenient package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy, that includes
  the investment in subsequent portfolios, if available.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 . You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees

<TABLE>
<CAPTION>
                                                       Percent of    Amount per
                                                     Public Offering   $1,000
                                                          Price      Invested(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Sales Charge
Upfront Sales Charge(2).............................      1.00%        $10.00
Deferred Sales Charge(3)............................      1.95%        $19.50
                                                          -----        ------

Total Maximum Sales Charge..........................      2.95%        $29.50
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                     Approximate
                                                                         % of
                                                     Amount per Unit   Public
                                                     (based on a $10  Offering
                                                          Unit)       Price(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Trustee's Fee.......................................    $0.00950        0.095%
Sponsor's Supervisory Fee...........................    $0.00350        0.035%
Bookkeeping and Administrative Fees.................    $0.00250        0.025%
Evaluator's Fee.....................................    $0.00300        0.030%
Creation and Development Fee(4).....................    $0.02500        0.250%
Other Operating Expenses(5).........................    $0.00175       0.0175%
                                                        --------       ------
Total...............................................    $0.04525       0.4525%

Maximum Organization Costs(6).......................    $ 0.0225        0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 2.95% and any remaining deferred sales
    charges. Accordingly, the percentage amount of the Upfront Sales Charge
    will vary over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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
    0.75% 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.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

                                      ---
                                      24
<PAGE>


You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 2.95% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.195 per Unit and are deducted monthly in installments of
$0.039 per Unit on the last business day of the month from January 31, 2001,
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                          Total
                                                     Upfront  Deferred   Maximum
                                                      Sales    Sales      Sales
                Number of Units(1)                  Charge(2)  Charge    Charge
--------------------------------------------------- --------- --------   -------
<S>                                                 <C>       <C>        <C>
Less than 5,000....................................   1.00%    $0.195     2.95%
5,000 to 9,999.....................................   0.75%    $0.195     2.70%
10,000 to 24,999...................................   0.50%    $0.195     2.45%
25,000 to 49,999...................................   0.25%    $0.195     2.20%
50,000 to 99,999...................................   0.00%    $0.195     1.95%
100,000 or more....................................   0.00%    $0.195(3)  1.20%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to you.

(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.

(3) All Units are subject to the same Deferred Sales Charges. When the de-
ferred charges exceed the Maximum Sales Charge, you will be given extra Units
at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. The secondary
market sales charges for the Portfolio are the same as primary market charges
provided above.

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>
  1 Year              3 Years                          5 Years                          10 Years
  -------             --------                        ----------                        ---------
  <S>                 <C>                             <C>                               <C>
  $362.07              $882.67                         $1,429.24                        $2,903.83
</TABLE>

While the Portfolio has a term of approximately 15 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 2.25% of the Public Offering Price
for primary and secondary market non-breakpoint purchases of Units to dealer
firms in connection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................   2.25%
5,000 to 9,999.......................................................   2.00%
10,000 to 24,999.....................................................   1.75%
25,000 to 49,999.....................................................   1.50%
50,000 to 99,999.....................................................   1.25%
100,000 or more......................................................   0.60%
Rollover  Purchases (per Unit).......................................   $0.13
Wrap Account Purchases...............................................   0.00%
</TABLE>
---------
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.

                                      ---
                                      25
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

             Nuveen Technology 15-Month Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                                Percentage
                                                                    of
                                                                Aggregate                  Cost of    Current
 Number of                                               Ticker  Offering  Market Value Securities to Dividend
  Shares   Name of Issuer of Securities(1)               Symbol   Price     per Share   Portfolio(2)  Yield(3)
--------------------------------------------------------------------------------------------------------------
 <C>       <S>                                           <C>    <C>        <C>          <C>           <C>
           Computer Services                                       4.00%
      54   Computer Sciences Corporation                 CSC       4.00%     $92.5625     $  4,998      N/A
           Computers--Memory Devices                               3.96%
      73   EMC Corporation                               EMC       3.96%      67.8125        4,950      N/A
           Computers--Micro                                       16.10%
     116   Dell Computer Corporation                     DELL      3.97%      42.7500        4,959      N/A
      42   Hewlett-Packard Company                       HWP       4.05%     120.3125        5,053     0.53%
      45   International Business Machines Corporation   IBM       4.05%     112.4375        5,060     0.46%
      57   Sun Microsystems Inc.                         SUNW      4.03%      88.1875        5,027      N/A
           Data Processing/Management                              4.01%
      91   First Data Corporation                        FDC       4.01%      55.0000        5,005     0.15%
           Electronic Component--Miscellaneous                     4.00%
           Koninklijke Philips Electronics N.V.,
     103   ADR(6)                                        PHG       4.00%      48.4375        4,989     0.44%
           Electronic Components--Semiconductor                   31.98%
      57   Analog Devices, Inc.                          ADI       3.98%      87.2500        4,973      N/A
      53   Applied Materials, Inc.                       AMAT      3.98%      93.6250        4,962      N/A
     107   Fairchild Semiconductor International, Inc.   FCS       3.98%      46.3750        4,962      N/A
      38   Intel Corporation                             INTC      4.03%     132.5625        5,037     0.06%
      75   STMicroelectronics N.V., ADR(6)               STM       4.02%      66.8750        5,016     0.03%
      52   Teradyne Inc.                                 TER       4.01%      96.3125        5,008      N/A
      59   Texas Instruments Incorporated                TXN       3.97%      84.1250        4,963     0.10%
      62   Vishay Intertechnology, Inc.                  VSH       4.01%      80.8125        5,010      N/A
           Electronic Forms                                        4.02%
      39   Adobe Systems Incorporated                    ADBE      4.02%     128.6857        5,019     0.08%
           Enterprise Software/Services                           12.03%
      79   Cisco Systems, Inc.                           CSCO      4.00%      63.2500        4,997      N/A
      89   Computer Associates International, Inc.       CA        4.01%      56.1875        5,001     0.14%
      62   Oracle Corporation                            ORCL      4.02%      80.9375        5,018      N/A
           Satellite Telecommunication                             4.02%
      49   Hughes Electronics Corporation                GMH       4.02%     102.5000        5,023     0.98%
           Telecommunication Equipment                            11.91%
      77   Lucent Technologies Inc.                      LU        3.97%      64.3750        4,957     0.12%
      86   Nokia Oyj. ADR(6)                             NOK       3.93%      57.0625        4,907     0.24%
      84   Nortel Networks Corporation(5)                NT        4.01%      59.6250        5,009     0.13%
           Wireless Equipment                                      3.97%
     131   Motorola, Inc.                                MOT       3.97%      37.8750        4,962     0.42%
   -----                                                          ------                  --------
   1,780                                                            100%                  $124,865
   =====                                                          ======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       26
<PAGE>

Nuveen Technology Five-Year Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of technology companies. The Portfolio is
diversified across the technology sector including computers, computer
networking, software, semiconductors and communications. The Sponsor selects
stocks within the sector that it believes have the potential for capital ap-
preciation.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the technology sector;

 . analyzes which subsectors may benefit from the predicted growth of technol-
  ogy companies; and

 . selects the most attractive companies within each subsector by examining:

  --products and/or services offered by the companies;

  --the competitive environment;

  --research and development capabilities;

  --management expertise;

  --strategic alliances and potential acquisitions;

  --financing; and

  --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

The technological revolution continues to surge forward at speeds once incom-
prehensible. The Sponsor believes that a number of developments, including the
following, have combined to fuel growth in this sector:

 . Internet Growth--The evolution and expansion of the Internet has generated
  tremendous growth opportunities. The number of Internet users surpassed 276
  million in 1999 and are expected to grow to 375 million by year-end 2000.
  The United States is still the leading Internet country, with China expected
  to take second place by 2005. At the end of 2000, the United States is pre-
  dicted to account for 36% of total global Internet users, down from 46% in
  1998 and 55% in 1996. (eTForecasts, 5/1/00). Internet-driven worldwide reve-
  nue should continue to grow as Internet access increases.

 . Low Cost PCs--The emergence of sub-$1,000 PCs has expanded the home computer
  market and driven the development of enhanced software for smaller comput-
  ers. Thus, the functionality and capabilities once available only through
  high-end, costly hardware are now accessible to home users.

 . Technological Advances--PC demand increases as users migrate or upgrade to
  faster, new systems. The Sponsor believes that the demand surge that sur-
  rounded the arrival of Microsoft Windows 95 could potentially return with
  Intel's and Microsoft's ongoing product introductions.

 . Software Trends--Predictions are that online software sales will rise to $33
  billion by 2003 (International Data Corp., 7/99). With the boom in online
  commerce, many firms see the Internet as a low-cost, high-impact distribu-
  tion channel. Software companies are no exception.

 . Growth in PC Usage--More than one billion computers and nearly one billion
  PCs is expected to be in use globally by 2005. (eTForecasts, 10/3/99). North
  America is the current leader, but Asia/Pacific is expected to seize that
  title by 2005 with over 297 million PCs-in-use. Western Europe is expected
  to be second by 2005 with over 259 million PCs-in-use. (eTForecasts,
  10/3/99).

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform 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.

                                      ---
                                      27
<PAGE>

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the technology industry. Adverse develop-
  ments in this industry may significantly affect the value of your Units.
  Companies involved in this industry must contend with rapid changes in tech-
  nology, intense competition, government regulation and the rapid obsoles-
  cence of products and services.

 . Certain of the securities included in the Portfolio may be foreign securi-
  ties or American Depositary Receipts that evidence ownership of underlying
  foreign securities. Foreign securities present risks beyond those of U.S.
  issuers.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own technology stocks in one convenient package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 . You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees
<TABLE>
<CAPTION>
                                                       Percent of    Amount per
                                                     Public Offering   $1,000
                                                          Price      Invested(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Sales Charge
Upfront Sales Charge(2).............................      1.00%        $10.00
Deferred Sales Charge(3)............................      3.50%        $35.00
                                                          -----        ------
Total Maximum Sales
 Charge.............................................      4.50%        $45.00
</TABLE>

Estimated Annual Operating Expenses
<TABLE>
<CAPTION>
                                                                   Approximate %
                                                   Amount per Unit   of Public
                                                    (based on $10    Offering
                                                        Unit)        Price(1)
                                                   --------------- -------------
<S>                                                <C>             <C>
Trustee's Fee.....................................    $0.00950         0.095%
Sponsor's Supervisory Fee.........................    $0.00350         0.035%
Bookkeeping and Administrative Fees...............    $0.00250         0.025%
Evaluator's Fee...................................    $0.00300         0.030%
Creation and Development Fee(4)...................    $0.02500         0.250%
Other Operating Expenses(5).......................    $0.00175        0.0175%
                                                      --------        -------
Total.............................................    $0.04525        0.4525%
Maximum Organization Costs(6).....................    $ 0.0225         0.225%
</TABLE>
---------

(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 4.5% and any remaining deferred sales charges.
    Accordingly, the percentage amount of the Upfront Sales Charge will vary
    over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

                                      ---
                                      28
<PAGE>

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from Janaury 31, 2001
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                           Total
                                                      Upfront  Deferred   Maximum
                                                       Sales    Sales      Sales
Number of Units(1)                                   Charge(2)  Charge    Charge
---------------------------------------------------- --------- --------   -------
<S>                                                  <C>       <C>        <C>
Less than 5,000.....................................   1.00%    $0.35      4.50%
5,000 to 9,999......................................   0.75%    $0.35      4.25%
10,000 to 24,999....................................   0.50%    $0.35      4.00%
25,000 to 49,999....................................   0.00%    $0.35      3.50%
50,000 to 99,999....................................   0.00%    $0.35(3)   2.50%
100,000 or more.....................................   0.00%    $0.35(3)   1.50%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
    sis of the number of Units purchased, using the equivalent of 5,000 Units
    to $50,000, 10,000 Units to $100,000, etc., and will be applied on that
    basis which is more favorable to you.

(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
    Deposit. The percentage amount of the Upfront Sales Charge will vary as
    the Unit price varies and after deferred charges begin.

(3) All Units are subject to the same Deferred Sales Charges. When the de-
    ferred charges exceed the Maximum Sales Charge, you will be given extra
    Units at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
   1 Year                       3 Years                  Life of Portfolio
   -------                      -------                  -----------------
   <S>                          <C>                         <C>
   $513.57                      $605.96                       $706.94
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for primary market non-breakpoint purchases of Units to dealer firms in con-
nection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................    3.50%
5,000 to 9,999.......................................................    3.25%
10,000 to 24,999.....................................................    3.00%
25,000 to 49,999.....................................................    2.50%
50,000 to 99,999.....................................................    1.50%
100,000 or more......................................................    0.75%
Rollover Purchases (per Unit)........................................   $0.25
Wrap Account Purchases...............................................    0.00%
</TABLE>

*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.

                                      ---
                                      29
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

            Nuveen Technology Five-Year Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                              Percentage
                                                                  of
                                                              Aggregate                  Cost of    Current
Number of                                              Ticker  Offering  Market Value Securities to Dividend
 Shares          Name of Issuer of Securities(1)       Symbol   Price     per Share   Portfolio(2)  Yield(3)
------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>    <C>        <C>          <C>           <C>
           Computer Services                                     4.00%
     54    Computer Sciences Corporation               CSC       4.00%     $92.5625     $  4,998      N/A
           Computers--Memory Devices                             3.96%
     73    EMC Corporation                             EMC       3.96%      67.8125        4,950      N/A
           Computers--Micro                                     16.10%
    116    Dell Computer Corporation                   DELL      3.97%      42.7500        4,959      N/A
     42    Hewlett-Packard Company                     HWP       4.05%     120.3125        5,053     0.53%
     45    International Business Machines Corporation IBM       4.05%     112.4375        5,060     0.46%
     57    Sun Microsystems Inc.                       SUNW      4.03%      88.1875        5,027      N/A
           Data Processing/Management                            4.01%
     91    First Data Corporation                      FDC       4.01%      55.0000        5,005     0.15%
           Electronic Component--Miscellaneous                   4.00%
           Koninklijke Philips Electronics N.V.,
    103    ADR(6)                                      PHG       4.00%      48.4375        4,989     0.44%
           Electronic Components--Semiconductor                 31.98%
     57    Analog Devices, Inc.                        ADI       3.98%      87.2500        4,973      N/A
     53    Applied Materials, Inc.                     AMAT      3.98%      93.6250        4,962      N/A
    107    Fairchild Semiconductor International, Inc. FCS       3.98%      46.3750        4,962      N/A
     38    Intel Corporation                           INTC      4.03%     132.5625        5,037     0.06%
     75    STMicroelectronics N.V., ADR(6)             STM       4.02%      66.8750        5,016     0.03%
     52    Teradyne Inc.                               TER       4.01%      96.3125        5,008      N/A
     59    Texas Instruments Incorporated              TXN       3.97%      84.1250        4,963     0.10%
     62    Vishay Intertechnology, Inc.                VSH       4.01%      80.8125        5,010      N/A
           Electronic Forms                                      4.02%
     39    Adobe Systems Incorporated                  ADBE      4.02%     128.6857        5,019     0.08%
           Enterprise Software/Services                         12.03%
     79    Cisco Systems, Inc.                         CSCO      4.00%      63.2500        4,997      N/A
     89    Computer Associates International, Inc.     CA        4.01%      56.1875        5,001     0.14%
     62    Oracle Corporation                          ORCL      4.02%      80.9375        5,018      N/A
           Satellite Telecommunication                           4.02%
     49    Hughes Electronics Corporation              GMH       4.02%     102.5000        5,023     0.98%
           Telecommunication Equipment                          11.91%
     77    Lucent Technologies Inc.                    LU        3.97%      64.3750        4,957     0.12%
     86    Nokia Oyj. ADR(6)                           NOK       3.93%      57.0625        4,907     0.24%
     84    Nortel Networks Corporation(5)              NT        4.01%      59.6250        5,009     0.13%
           Wireless Equipment                                    3.97%
    131    Motorola, Inc.                              MOT       3.97%      37.8750        4,962     0.42%
  -----                                                         ------                  --------
  1,780                                                           100%                  $124,865
  =====                                                         ======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       30
<PAGE>

Nuveen Wireless
15-Month Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the common stocks of wireless communications compa-
nies. The wireless companies included in the Portfolio are engaged in the
business of providing cellular telecommunications, electronic and communica-
tions equipment and telephone services.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the wireless communications
  sector;

 . analyzes which subsectors may benefit from the predicted growth of wireless
  communications companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --research and development capabilities;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

Wireless communications systems provide convenient anytime, anywhere communi-
cations through low energy radio waves, local antennas and satellite systems.
There are currently 86 million wireless subscribers in the United States
alone, representing approximately 33% of our population.

Several developments have combined to fuel growth in this sector.

Growing PC and Internet Penetration

Computer penetration in the United States has climbed to 53% of households,
with 34% online and 17% shopping online. (Ernst & Young, 1/00). Further, 60%
of the world's Web population resides outside of the United States, and 46% of
online spending is expected to take place beyond U.S. borders by 2003. (Inter-
national Data Corp., 8/99).

"Network demand will jump over the next few years in part because wireless and
handheld devices that access the Internet are seen gaining in popularity. Af-
ter 100 years of boring business, this is the golden age of communications."--
John Sidgmore, Global Communications Vice Chairman, MCI WorldCom (CBS-
MarketWatch, 9/28/99).

Mobile Appliances

It is expected that by 2005 information appliances (cell phones, handheld com-
puters, etc.) may grow to more than 300 million units. (eTForecasts, 3/00).
Online business is casting an eye on how to extend electronic commerce to mo-
bile commerce. Financial trading or buying from a simple list of online items
is expected to take off most easily, and location information technology is
expected to develop.

No longer just a way to call home from the grocery store, wireless communica-
tions can now offer mobile data service options such as e-mail, Internet ac-
cess, alphanumeric paging and radio networking--all geared toward offering us-
ers instant access from nearly anywhere in the world.

Improved Handsets and Services

New, more affordable digital telephones feature all of the conveniences of
home telephones--such as three-way calling, caller ID, voice mail, call wait-
ing and speed dialing. One-rate pricing coupled with falling costs per minute
could continue to spur the popularity of wireless communications services.

High-Speed, Broadband Communications

New technologies such as digital subscriber line systems could promise a quan-
tum leap in bandwidth. Optical networking may let users open windows on their
televisions and access company computer networks securely from their living
rooms. These breakthrough technologies may

                                      ---
                                      31
<PAGE>


significantly boost networking speed at a substantially lower cost.

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.


Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

 . Stock prices can be volatile.

 . Share prices or dividend rates on the stocks may decline during the life of
  the Portfolio.

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the wireless communications industry. Ad-
  verse developments in this industry may significantly affect the value of
  your Units. Companies involved in this industry must contend with rapid
  changes in technology, intense competition, government regulation and the
  rapid obsolescence of products and services.

 . Certain of the securities included in the Portfolio may be foreign securi-
  ties or American Depositary Receipts that evidence ownership of underlying
  foreign securities. Foreign securities present risks beyond those of U.S.
  issuers.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own wireless communications stocks in one convenient
  package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy that includes the
  investment in subsequent portfolios, if available.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 .You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees

<TABLE>
<CAPTION>
                                                            Percent
                                                           of Public Amount per
                                                           Offering    $1,000
                                                             Price   Invested(1)
                                                           --------- -----------
<S>                                                        <C>       <C>
Sales Charge
Upfront Sales Charge(2)...................................   1.00%     $10.00
Deferred Sales Charge(3)..................................   1.95%     $19.50
                                                             -----     ------

Total Maximum Sales Charge................................   2.95%     $29.50
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                     Approximate
                                                     Amount per Unit % of Public
                                                      (based on $10   Offering
                                                          Unit)       Price(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Trustee's Fee.......................................    $0.00950        0.095%
Sponsor's Supervisory Fee...........................    $0.00350        0.035%
Bookkeeping and Administrative Fees.................    $0.00250        0.025%
Evaluator's Fee.....................................    $0.00300        0.030%
Creation and Development Fee(4).....................    $0.02500        0.250%
Other Operating Expenses(5).........................    $0.00175       0.0175%
                                                        --------       -------
Total...............................................    $0.04525       0.4525%
Maximum Organization Costs(6).......................    $ 0.0225        0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 2.95% and any remaining deferred sales
    charges. Accordingly, the percentage amount of the Upfront Sales Charge
    will vary over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.195 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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
    0.75% of a Unitholder's initial investment. The per Unit Creation and De-
    velopment Fee provided

                                      ---
                                      32
<PAGE>

   above is based on a $10 per Unit Public Offering Price on the Initial Date
   of Deposit. The actual annual Creation and Development 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 exceeds $10 per Unit.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 2.95% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.195 per Unit and are deducted monthly in installments of
$0.039 per Unit on the last business day of the month from January 31, 2001,
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.


The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                          Total
                                                     Upfront  Deferred   Maximum
                                                      Sales    Sales      Sales
                Number of Units(1)                  Charge(2)  Charge    Charge
--------------------------------------------------- --------- --------   -------
<S>                                                 <C>       <C>        <C>
Less than 5,000....................................   1.00%    $0.195     2.95%
5,000 to 9,999.....................................   0.75%    $0.195     2.70%
10,000 to 24,999...................................   0.50%    $0.195     2.45%
25,000 to 49,999...................................   0.25%    $0.195     2.20%
50,000 to 99,999...................................   0.00%    $0.195     1.95%
100,000 or more....................................   0.00%    $0.195(3)  1.20%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to you.

(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.

(3) All Units are subject to the same Deferred Sales Charges. When the de-
ferred charges exceed the Maximum Sales Charge, you will be given extra Units
at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. The secondary
market sales charges for the Portfolio are the same as primary market charges
provided above.

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
  <S>                   <C>                               <C>                                 <C>
  1 Year                3 Years                            5 Years                            10 Years
  -------               -------                           ---------                           ---------
  $362.07               $882.67                           $1,429.24                           $2,903.83
</TABLE>

While the Portfolio has a term of approximately 15 months, you may be able to
invest in future portfolios with reduced sales charges. These future sales
charges are included in the amounts provided above.

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 2.25% of the Public Offering Price
for primary and secondary market non-breakpoint purchases of Units to dealer
firms in connection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................    2.25%
5,000 to 9,999.......................................................    2.00%
10,000 to 24,999.....................................................    1.75%
25,000 to 49,999.....................................................    1.50%
50,000 to 99,999.....................................................    1.25%
100,000 or more......................................................    0.60%
Rollover Purchases (per Unit)........................................  $0.13
Wrap Account Purchases...............................................    0.00%
</TABLE>

*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.

                                      ---
                                      33
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

              Nuveen Wireless 15-Month Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                              Percentage
                                                                  of
                                                              Aggregate                  Cost of    Current
Number of                                              Ticker  Offering  Market Value Securities to Dividend
 Shares          Name of Issuer of Securities(1)       Symbol   Price     per Share   Portfolio(2)  Yield(3)
------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>    <C>        <C>          <C>           <C>
           Cellular Telecommunication                           31.73%
    173    AT&T Wireless Group                         AWE       4.01%    $ 28.7500     $  4,974      N/A
     46    Nextel Communications Inc.                  NXTL      3.96%     106.8750        4,916      N/A
     87    Sprint Corp. (PCS Group)                    PCS       3.98%      56.8125        4,943      N/A
     59    Powertel Inc.                               PTEL      3.99%      83.8750        4,949      N/A
     66    Rural Cellular Corporation                  RCCC      3.91%      73.5000        4,851      N/A
    101    Vodafone AirTouch Plc(5)                    VOD       4.03%      49.5625        5,006     0.42%
    141    WinStar Communications Inc.                 WCII      3.86%      34.0000        4,794      N/A
     87    Western Wireless Corporation                WWCA      3.99%      56.9375        4,954      N/A
           Electronic Component--Semiconductor                   8.12%
     60    Texas Instruments Inc.                      TXN       4.06%      84.1250        5,048     0.10%
     43    Triquint Semiconductor Inc.                 TQNT      4.06%     117.1250        5,036      N/A
           Identification System Development                     3.96%
     95    Symbol Technologies Inc.                    SBL       3.96%      51.6875        4,910     0.04%
           Satellite Telecommunication                           3.90%
    114    Echostar Communications Corp.               DISH      3.90%      42.4375        4,838      N/A
           Telecommunication Services                            8.11%
     77    Amdocs Limited                              DOX       4.11%      66.2500        5,101      N/A
    141    Clearnet Communications Inc.                CLNT      4.00%      35.2500        4,970      N/A
           Telecommunication Equipment                          24.19%
     53    Comverse Technology, Inc.                   CMVT      4.01%      93.9375        4,979      N/A
    224    Telefonaktiebolaget LM Ericsson, ADR(6)     ERICY     4.05%      22.4375        5,026     0.18%
     78    Lucent Technologies Inc.                    LU        4.04%      64.3750        5,021     0.12%
     88    Nokia Oyj                                   NOK       4.05%      57.0625        5,022     0.24%
     84    Nortel Networks Corporation                 NT        4.03%      59.6250        5,009     0.13%
     74    QUALCOMM Incorporated                       QCOM      4.01%      67.2500        4,977      N/A
           Telephone--Integrated                                 3.97%
    111    SBC Communications Inc.                     SBC       3.97%      44.4375        4,933     2.28%
           Telephone--Local                                      4.01%
     94    Bell Atlantic Corporation                   BEL       4.01%      53.0000        4,982     2.91%
           Wireless Equipment                                   12.01%
    112    American Tower Corporation                  AMT       3.93%      43.5625        4,879     1.19%
    132    Motorola, Inc.                              MOT       4.03%      37.8750        5,000     0.42%
     79    PowerWave Technologies, Inc.                PWAV      4.05%      63.6250        5,026      N/A
  -----                                                         ------                  --------
  2,419                                                           100%                  $124,144
  =====                                                         ======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       34
<PAGE>

Nuveen Wireless Five-Year Sector Portfolio, June 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the common stocks of wireless communications compa-
nies. The wireless companies included in the Portfolio are engaged in the
business of providing cellular telecommunications, electronic and communica-
tions equipment and telephone services.

The Sponsor intends to create future portfolios that will invest in stocks in
this sector. If these future portfolios are available, you may be able to re-
invest into one of the portfolios at a reduced sales charge.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

 . identifies the various subsectors that comprise the wireless communications
  sector;

 . analyzes which subsectors may benefit from the predicted growth of wireless
  communications companies; and

 . selects the most attractive companies within each subsector by examining:

 --products and/or services offered by the companies;

 --the competitive environment;

 --research and development capabilities;

 --management expertise;

 --strategic alliances and potential acquisitions;

 --financing; and

 --a fundamental and technical equity valuation assessment.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

Wireless communications systems provide convenient anytime, anywhere communi-
cations through low energy radio waves, local antennas and satellite systems.
There are currently 86 million wireless subscribers in the United States
alone, representing approximately 33% of our population.

Several developments have combined to fuel growth in this sector.

Growing PC and Internet Penetration

Computer penetration in the United States has climbed to 53% of households,
with 34% online and 17% shopping online. (Ernst & Young, 1/00). Further, 60
percent of the world's Web population resides outside of the United States,
and 46% of online spending is expected to take place beyond U.S. borders by
2003. (International Data Corp., 8/99).

"Network demand will jump over the next few years in part because wireless and
handheld devices that access the Internet are seen gaining in popularity. Af-
ter 100 years of boring business, this is the golden age of communications."--
John Sidgmore, Global Communications Vice Chairman, MCI WorldCom (CBS-
MarketWatch, 9/28/99).

Mobile Appliances

It is expected that by 2005 information appliances (cell phones, handheld com-
puters, etc.) may grow to more than 300 million units. (eTForecasts, 3/00).
Online business is casting an eye on how to extend electronic commerce to mo-
bile commerce. Financial trading or buying from a simple list of online items
is expected to take off most easily, and location information technology is
expected to develop.

No longer just a way to call home from the grocery store, wireless communica-
tions can now offer mobile data service options such as e-mail, Internet ac-
cess, alphanumeric paging and radio networking--all geared toward offering us-
ers instant access from nearly anywhere in the world.

Improved Handsets and Services

New, more affordable digital telephones feature all of the conveniences of
home telephones--such as three-way calling, caller ID, voice mail, call wait-
ing and speed dialing. One-rate pricing coupled with falling costs per minute
could continue to spur the popularity of wireless communications services.

High-Speed, Broadband Communications

New technologies such as digital subscriber line systems could promise a quan-
tum leap in bandwidth. Optical networking may let users open windows on their
televisions and access company computer networks securely from their liv     -

                                      ---
                                      35
<PAGE>


ing rooms. These breakthrough technologies may significantly boost networking
speed at a substantially lower cost.

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

 . Stock prices can be volatile.

 . Share prices or dividend rates on the stocks may decline during the life of
  the Portfolio.

 . The Portfolio is not actively managed and may continue to purchase or hold a
  stock included in the Portfolio even though the stock's outlook or its mar-
  ket value or yield may have changed.

 . The Portfolio is concentrated in the wireless communications industry. Ad-
  verse developments in this industry may significantly affect the value of
  your Units. Companies involved in this industry must contend with rapid
  changes in technology, intense competition, government regulation and the
  rapid obsolescence of products and services.

 . Certain of the securities included in the Portfolio may be foreign securi-
  ties or American Depositary Receipts that evidence ownership of underlying
  foreign securities. Foreign securities present risks beyond those of U.S.
  issuers.

 . The Portfolio may contain small capitalization companies that have recently
  begun operations. Small cap companies present risks beyond those of large
  cap companies.

Investor Suitability

The Portfolio may be suitable for you if:

 . You are seeking to own wireless communications stocks in one convenient
  package;

 . You want capital appreciation potential;

 . The Portfolio represents only a portion of your overall investment portfo-
  lio; and

 . The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

 . You are unwilling to take the risks involved with owning a concentrated eq-
  uity investment; or

 . You are seeking preservation of capital or high current income.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Shareholder Fees

<TABLE>
<CAPTION>
                                                       Percent of    Amount per
                                                     Public Offering   $1,000
                                                          Price      Invested(1)
                                                     --------------- -----------
<S>                                                  <C>             <C>
Sales Charge
Upfront Sales Charge (2)............................      1.00%        $10.00
Deferred Sales Charge(3)............................      3.50%        $35.00
                                                          -----        ------
Total Maximum Sales
 Charge.............................................      4.50%        $45.00
</TABLE>

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
                                                                   Approximate %
                                                   Amount per Unit   of Public
                                                    (based on $10    Offering
                                                        Unit)        Price(1)
                                                   --------------- -------------
<S>                                                <C>             <C>
Trustee's Fee.....................................    $0.00950         0.095%
Sponsor's Supervisory Fee.........................    $0.00350         0.035%
Bookkeeping and Administrative Fees...............    $0.00250         0.025%
Evaluator's Fee...................................    $0.00300         0.030%
Creation and Development
  Fee(4)..........................................    $0.02500         0.250%
Other Operating Expenses(5).......................    $0.00175        0.0175%
                                                      --------        ------
Total.............................................    $0.04525        0.4525%
Maximum Organization Costs(6).....................    $ 0.0225         0.225%
</TABLE>
---------

(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
    Initial Date of Deposit.

(2) As provided below, the Upfront Sales Charge equals the difference between
    the Maximum Sales Charge of 4.5% and any remaining deferred sales charges.
    Accordingly, the percentage amount of the Upfront Sales Charge will vary
    over time.

(3) The Deferred Sales Charge is a fixed dollar amount of $0.35 per Unit. The
    percentage provided is based on a $10 Unit as of the Initial Date of De-
    posit and will vary over time.

(4) 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

                                      ---
                                      36
<PAGE>

   Creation and Development Fee provided above is based on a $10 per Unit Pub-
   lic Offering Price on the Initial Date of Deposit. The actual annual Crea-
   tion and Development 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 exceeds $10 per Unit.

(5) Other Operating Expenses do not include brokerage costs and other transac-
    tional fees.

(6) Organization costs are deducted from Portfolio assets at the earlier of
    the close of the initial offering period or six months after the Initial
    Date of Deposit.

You will pay both an Upfront and a Deferred Sales Charge. The Upfront Sales
Charge equals the difference between the Maximum Sales Charge of 4.5% of the
Public Offering Price and any remaining deferred sales charges. The Deferred
Sales Charges are $0.35 per Unit and are deducted monthly in installments of
$0.07 per Unit on the last business day of the month from January 31, 2001,
through May 31, 2001. If you redeem Units prior to the collection of the en-
tire Deferred Sales Charge, any remaining deferred sales charges will be ac-
celerated and collected at that time.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
                                                                         Total
                                                      Upfront   Deferred Maximum
                                                      Sales     Sales    Sales
Number of Units(1)                                    Charge(2) Charge   Charge
----------------------------------------------------- --------- -------- -------
<S>                                                   <C>       <C>      <C>
Less than 5,000...................................... 1.00%     $0.35    4.50%
5,000 to 9,999....................................... 0.75%     $0.35    4.25%
10,000 to 24,999..................................... 0.50%     $0.35    4.00%
25,000 to 49,999..................................... 0.00%     $0.35    3.50%
50,000 to 99,999..................................... 0.00%     $0.35(3) 2.50%
100,000 or more...................................... 0.00%     $0.35(3) 1.50%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
    sis of the number of Units purchased, using the equivalent of 5,000 Units
    to $50,000, 10,000 Units to $100,000 etc., and will be applied on that ba-
    sis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
    Deposit. The percentage amount of the Upfront Sales Charge will vary as
    the Unit price varies and after deferred charges begin.
(3) All Units are subject to the same Deferred Sales Charges. When the de-
    ferred charges exceed the Maximum Sales Charge, you will be given extra
    Units at the time of purchase.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. See "Public
Offering Price" in Part B of the Prospectus for secondary market sales
charges.

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
                                                                                             Life of
   1 Year                           3 Years                                                  Portfolio
   -------                          -------                                                 ----------
   <S>                              <C>                                                     <C>
   $513.57                          $605.96                                                  $706.94
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

Dealer Concessions

The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for primary market non-breakpoint purchases of Units to dealer firms in con-
nection with the sale of Units in a given transaction.

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

<TABLE>
<CAPTION>
                                                                          %
                                                                      Concession
Number of Units*                                                       per Unit
----------------                                                      ----------
<S>                                                                   <C>
Less than 5,000......................................................   3.50%
5,000 to 9,999.......................................................   3.25%
10,000 to 24,999.....................................................   3.00%
25,000 to 49,999.....................................................   2.50%
50,000 to 99,999.....................................................   1.50%
100,000 or more......................................................   0.75%
Rollover Purchases (per Unit)........................................   $0.25
Wrap Account Purchases...............................................   0.00%
</TABLE>
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to the purchaser and may result in a reduction in the
concession per Unit.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions, volume incentives and secondary
market concessions.

                                      ---
                                      37
<PAGE>

--------------------------------------------------------------------------------

Schedule of Investments

(at the Initial Date of Deposit, June 6, 2000)

             Nuveen Wireless Five-Year Sector Portfolio, June 2000

<TABLE>
<CAPTION>
                                                              Percentage
                                                                  of
                                                              Aggregate                  Cost of    Current
Number of                                              Ticker  Offering  Market Value Securities to Dividend
 Shares          Name of Issuer of Securities(1)       Symbol   Price     per Share   Portfolio(2)  Yield(3)
------------------------------------------------------------------------------------------------------------
<S>        <C>                                         <C>    <C>        <C>          <C>           <C>
           Cellular Telecommunication                           31.73%
    173    AT&T Wireless Group                         AWE       4.01%    $ 28.7500     $  4,974      N/A
     46    Nextel Communications Inc.                  NXTL      3.96%     106.8750        4,916      N/A
     87    Sprint Corp. (PCS Group)                    PCS       3.98%      56.8125        4,943      N/A
     59    Powertel Inc.                               PTEL      3.99%      83.8750        4,949      N/A
     66    Rural Cellular Corporation                  RCCC      3.91%      73.5000        4,851      N/A
    101    Vodafone AirTouch Plc(5)                    VOD       4.03%      49.5625        5,006     0.42%
    141    WinStar Communications Inc.                 WCII      3.86%      34.0000        4,794      N/A
     87    Western Wireless Corporation                WWCA      3.99%      56.9375        4,954      N/A
           Electronic Component--Semiconductor                   8.12%
     60    Texas Instruments Inc.                      TXN       4.06%      84.1250        5,048     0.10%
     43    Triquint Semiconductor Inc.                 TQNT      4.06%     117.1250        5,036      N/A
           Identification System Development                     3.96%
     95    Symbol Technologies Inc.                    SBL       3.96%      51.6875        4,910     0.04%
           Satellite Telecommunication                           3.90%
    114    Echostar Communications Corp.               DISH      3.90%      42.4375        4,838      N/A
           Telecommunication Services                            8.11%
     77    Amdocs Limited                              DOX       4.11%      66.2500        5,101      N/A
    141    Clearnet Communications Inc.                CLNT      4.00%      35.2500        4,970      N/A
           Telecommunication Equipment                          24.19%
     53    Comverse Technology, Inc.                   CMVT      4.01%      93.9375        4,979      N/A
    224    Telefonaktiebolaget LM Ericsson, ADR(6)     ERICY     4.05%      22.4375        5,026     0.18%
     78    Lucent Technologies Inc.                    LU        4.04%      64.3750        5,021     0.12%
     88    Nokia Oyj                                   NOK       4.05%      57.0625        5,022     0.24%
     84    Nortel Networks Corporation                 NT        4.03%      59.6250        5,009     0.13%
     74    QUALCOMM Incorporated                       QCOM      4.01%      67.2500        4,977      N/A
           Telephone--Integrated                                 3.97%
    111    SBC Communications Inc.                     SBC       3.97%      44.4375        4,933     2.28%
           Telephone--Local                                      4.01%
     94    Bell Atlantic Corporation                   BEL       4.01%      53.0000        4,982     2.91%
           Wireless Equipment                                   12.01%
    112    American Tower Corporation                  AMT       3.93%      43.5625        4,879     1.19%
    132    Motorola, Inc.                              MOT       4.03%      37.8750        5,000     0.42%
     79    PowerWave Technologies, Inc.                PWAV      4.05%      63.6250        5,026      N/A
  -----                                                         ------                  --------
  2,419                                                           100%                  $124,144
  =====                                                         ======                  ========
</TABLE>
---------
See "Notes to Portfolios."

Advertising and sales literature may include brief descriptions of the princi-
pal businesses of the companies included in the Portfolio.

Please note that if this Prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

                                      ---
                                       38
<PAGE>

How to Buy and Sell Units

Investing in the Portfolios

The minimum investment in the primary and secondary market is normally $1,000
or 100 Units, whichever is less. However, for IRA purchases the minimum in-
vestment 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 June 6, 2000, the Initial Date of Deposit, the per Unit Public Offering
Price for each Portfolio is $10.00. As described above, Units are subject to
an Upfront Sales Charge that is equal to the difference between the Total Max-
imum Sales Charge of 4.50% of the Public Offering Price for the Five-Year
Portfolios (2.95% of the Public Offering Price for the 15-Month Portfolios)
and the remaining deferred sales charges. If a Portfolio has any remaining de-
ferred sales charges, you will also pay those charges. Deferred sales charges
are deducted monthly in installments of $0.039 per Unit for the 15-Month Port-
folios and $0.07 per Unit for the Five-Year Portfolios from January 31, 2001
to May 31, 2001. The Public Offering Price includes the Upfront Sales Charge
and the estimated organization cost 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 June 6, 2000, the number of Units of each Portfolio may
be adjusted so that the per Unit Public Offering Price will equal $10.00.

If you are buying Units with assets received from the redemption or termina-
tion of another Nuveen Defined Portfolio, you will pay a reduced sales charge
of $0.35 per Unit for the Five-Year Portfolios and $0.195 per Unit for the 15-
Month Portfolios. You may also buy Units with that sales charge if you are
purchasing Units with the termination proceeds from a non-Nuveen unit trust
with a similar investment strategy. Such purchases entitled to this sales
charge reduction may be classified as "Rollover Purchases."

Wrap Account Purchases and certain other investors described in Part B of the
Prospectus, may buy Units with a sales charge equal to the portion of the
sales charge retained by the Sponsor for non-breakpoint purchases (approxi-
mately 1% of the Public Offering Price for Five-Year Portfolios and 0.70% of
the Public Offering Price for 15-Month Portfolios). 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.

Each Portfolio's securities are valued by the Evaluator, The Chase Manhattan
Bank, generally on the basis of their closing sales prices on the applicable
securities exchange or The Nasdaq Stock Market, Inc. every business day.

The Sponsor intends to periodically create additional Units of the Portfolios.
See "Nuveen Defined Portfolios" and "Composition of Trusts" in Part B of the
Prospectus for more details.

See "Public Offering Price" and "Market for Units" in Part B for additional
information.

Sales or Redemptions

Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any busi-
ness day at their current market value. Unitholders who purchase at least
1,000 Units or whose Units are worth $10,000, as determined by the Trustee,
may elect to be distributed the underlying stock, rather than cash, if the
election is made at least five business days prior to a Portfolio's termina-
tion. In-Kind distributions are not available for foreign securities traded on
a non-U.S. securities exchange.

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.

                                      ---
                                      39
<PAGE>

Risk Factors

You can lose money by investing in a Portfolio. Recently, equity markets have
experienced significant volatility. Your investment is at risk primarily be-
cause of:

 . Market risk

  Market risk is the risk that a particular stock in a Portfolio, the Portfo-
  lio itself or stocks in general may fall in value. Market value may be af-
  fected by a variety of factors including:

  --General stock market movements;

  --Changes in the financial condition of an issuer or an industry;

  --Changes in perceptions about an issuer or an industry;

  --Interest rates and inflation;

  --Governmental policies and litigation; and

  --Purchases and sales of securities by the Portfolio.

 . Inflation risk

  Inflation risk is the risk that the value of assets or income from invest-
  ments will be less in the future as inflation decreases the value of money.

 . Small company risk

  Some of the stocks selected for the Portfolios may be issued by small capi-
  talization companies. These stocks customarily involve more investment risk
  than larger capitalization stocks. These additional risks are due in part to
  the following factors. Small cap companies may:

  --Have limited product lines, markets or financial resources;

  --Have less publicly available information;

  --Lack management depth or experience;

  --Be less liquid;

  --Be more vulnerable to adverse general market or economic developments; and

  --Be dependent upon products that were recently brought to market or key
   personnel.

 . Concentration risk

  When stocks in a particular industry make up 25% or more of a Portfolio, it
  is said to be "concentrated" in that industry, which makes a Portfolio less
  diversified and subject to more market risk. The Portfolios are concentrated
  in the securities of their respective industries. Please be aware that the
  industry predictions contained in the Prospectus for the Portfolios may not
  materialize, and that the companies selected for a Portfolio do not repre-
  sent its entire industry and such Portfolio may not participate in the ex-
  pected overall industry growth.

Energy Industry--Here is what you should know about a concentration in stocks
of the energy industry:

  --Companies involved in this industry must contend with:

   changes in value and dividend yield which depend largely on the price and
   supply of unpredictable energy fuels and consumer demand:

   energy conservation;

   taxes; and

   government regulation.

  --International politics may cause price and supply fluctuations.

  --Increasing sensitivity to environmental concerns will likely pose serious
   challenges to the industry over the coming decade.

Communications/Bandwidth and Wireless Communications--Here is what you should
know about a concentration in stocks of these industries:

  --Companies involved in these industries must contend with:

   rapid changes in technology;

   intense competition;

   rapid obsolescence of products and services;

   termination of patent protections;

   cyclical market patterns;

   evolving industry standards;

   dependence on key suppliers and supplies;

   government regulation; and

   frequent new product introductions.

                                      ---
                                      40
<PAGE>

  --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 or the loss of key customers; and

   the failure of the issuer to comply with rigorous industry standards.

Internet and Technology Industries--Here is what you should know about a con-
centration in stocks of these industries:

  --Companies involved in these industries must contend with:

   rapid changes in technology;

   worldwide competition;

   dependence on key suppliers and supplies;

   rapid obsolescence of products and services;

   termination of their patent protections;

   cyclical market patterns;

   evolving industry standards;

   frequent new product introductions; and

   government regulation.

  --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 or the loss of key customers; and

   the failure of the issuer to comply with rigorous industry standards.

Pharmaceutical Industry--Here is what you should know about a concentration in
stocks of the pharmaceutical industry:

  --Companies involved in this industry must contend with:

   increasing competition from generic drug sales;

   termination of their patent protection for drug products; and

   technological advances that may render their products or services obsolete.

  --Government regulation of their products and services can have a signifi-
   cant unfavorable effect on the price and availability of such products and
   services.

Additionally, companies in each of the Portfolios may have:

  --Exceptionally high price-to-earnings ratios with little or no earnings
   histories; and

  --Extreme price and volume fluctuations that may be unrelated to their oper-
   ating performance.

 . Foreign risks

  Certain of the securities included in the Portfolios 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. The
  presence of either ADRs or other foreign securities in a Portfolio will be
  indicated in the Schedule of Investments for that Portfolio.

  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.

                                      ---
                                      41
<PAGE>

  The purchase and sale of foreign securities not listed on a U.S. securities
  exchange will occur only in foreign securities markets. Some of the factors
  described above may make it impossible to buy or sell such securities in a
  timely manner. Custody of certain of the securities held in a Portfolio may
  be maintained by Cedel Bank S.A., a global custody and clearing institution
  which has entered into a sub-custodian relationship with the Trustee.

  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.

 . Currency risks
  Because securities of foreign issuers generally pay dividends and trade in
  foreign currencies, the U.S. dollar value of these securities (and therefore
  your Units) will vary with fluctuations in foreign exchange rates. Most for-
  eign currencies have fluctuated widely in value against the U.S. dollar for
  various economic and political reasons.

  To determine the value of non-U.S. securities denominated in a foreign cur-
  rency or their dividends, the Trustee will estimate current exchange rates
  for the relevant currencies based on activity in the various currency ex-
  change markets. However, these markets can be quite volatile, depending on
  the activity of the large international commercial banks, various central
  banks, large multinational corporations, speculators and other buyers and
  sellers of foreign currencies. Since actual foreign currency transactions
  may not be instantly reported, the exchange rates estimated by the Trustee
  may not reflect the amount a Portfolio would receive, in U.S. dollars, had
  the Trustee sold any particular currency in the market. When instructed by
  the Sponsor, the Evaluator, The Chase Manhattan Bank, may utilize its own,
  or an affiliate's, exchange rate quotations.

 . Litigation

  Microsoft Corporation may be included in a Portfolio. Microsoft is engaged
  in litigation with Sun Microsystems, Inc., the U.S. Department of Justice
  and several state Attorneys General. The complaints against Microsoft in-
  clude copyright infringement, unfair competition and anti-trust violations.
  The claims seek injunctive relief and monetary damages. In the action
  brought against Microsoft by the U.S. Department of Justice, the United
  States District Court for the District of Columbia issued findings of fact
  that included a finding that Microsoft possesses and exercised monopoly pow-
  er. The court also recently entered an order finding that Microsoft exer-
  cised 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 de-
  termine the penalties against Microsoft. The possible remedies that could
  potentially be considered by the court, according to industry experts, range
  from a possible breakup of Microsoft to remedies such as ordering the com-
  pany to surrender 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 a Portfolio, net of expenses, will be paid on the
last business day of each June and December ("Income Distribution Dates"), be-
ginning December 29, 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
when a Portfolio terminates. In certain circumstances, additional distribu-
tions may be made.

See "Distributions To Unitholders" in Part B of the Prospectus for more de-
tails.

                                      ---
                                      42
<PAGE>

General Information

Termination

Commencing on October 4, 2001 and July 5, 2005 for the 15-Month Sector Portfo-
lios and the Five-Year Sector Portfolios, respectively, the Mandatory Termina-
tion Dates, the securities in the applicable Portfolio will begin to be sold
as prescribed by the Sponsor. The Trustee will provide written notice of the
termination to Unitholders which will specify when certificates may be surren-
dered.

Unitholders will receive a cash distribution within a reasonable time after a
Portfolio terminates. However, Unitholders who purchase at least 1,000 Units
or whose Units are worth $10,000 may elect to be distributed the underlying
stock if the election is made at least five business days prior to a Portfo-
lio's termination. See "Distributions to Unitholders" and "Other Information--
Termination of Indenture" in Part B of the Prospectus for more details.

The Sponsor

Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of 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 Portfolio. We invite you to discuss the contents with your finan-
cial advisor, or you may call us at 800-257-8787 for additional information.

Optional Features

Letter of Intent (LOI)

Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
Unitholders will not be permitted to apply future rollover purchases to sat-
isfy the LOI amount. The minimum LOI investment is $50,000. See "Public Offer-
ing Price" in Part B of the Prospectus for details.

Reinvestment

Distributions from a Portfolio can be invested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital distri-
butions from a Portfolio can be reinvested into additional Units of the Port-
folio without a sales charge. See "Distributions to Unitholders" and "Accumu-
lation Plan" in Part B of the Prospectus for details.

Nuveen Mutual Funds

Portfolio purchases may be applied toward breakpoint pricing discounts for
Nuveen Mutual Funds. For more information about Nuveen investment products,
obtain a prospectus from your financial advisor.

                                      ---
                                      43
<PAGE>

-------------------------------------------------------------------------------
Notes to Portfolios

---------

(1) All Securities are represented by contracts to purchase such Securities
    for the performance of which an irrevocable letter of credit has been de-
    posited with the Trustee. The contracts to purchase the Securities were
    entered into by the Sponsor on June 5, 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 Evaluator based on the closing sale prices of the listed Se-
    curities on the business day preceding the Initial Date of Deposit). The
    valuation of the securities has been determined by the Trustee. As of the
    Initial Date of Deposit, other information regarding the Securities is as
    follows:

<TABLE>
<CAPTION>
                                                           Estimated   Estimated Net
                                                         Annual Income Annual Income
                              Value of  Cost to   Gain   Distributions Distributions
                             Securities Sponsor  (loss)  Per Portfolio    Per Unit
                             ---------- -------- ------  ------------- --------------
   <S>                       <C>        <C>      <C>     <C>           <C>
   Nuveen Internet 15-Month
    Sector Portfolio.......   $124,779  $124,845 $ (66)     $   39     Not Applicable
   Nuveen Pharmaceutical
    15-Month Sector
    Portfolio..............   $124,353  $124,418 $ (65)     $1,085     $      0.04112
   Nuveen Technology 15-
    Month Sector Portfolio.   $124,865  $125,049 $(184)     $  195     Not Applicable
   Nuveen Wireless 15-Month
    Sector Portfolio.......   $124,144  $124,210 $ (66)     $  399     Not Applicable
   Nuveen Energy Five-Year
    Sector Portfolio.......   $124,979  $125,072 $ (93)     $1,938     $      0.10830
   Nuveen Internet Five-
    Year Sector Portfolio..   $124,779  $124,845 $ (66)     $   39     Not Applicable
   Nuveen Pharmaceutical
    Five-Year Sector
    Portfolio..............   $124,353  $124,418 $ (65)     $1,085     $      0.04112
   Nuveen Technology Five-
    Year Sector Portfolio..   $124,865  $125,049 $(184)     $  195     Not Applicable
   Nuveen Wireless Five-
    Year Sector Portfolio..   $124,144  $124,210 $ (66)     $  399     Not Applicable
</TABLE>

  Estimated Annual Income Distributions are based on the most recent ordinary
  dividend paid on that Security. Estimated Net Annual Income Distributions
  per Unit are based on the number of Units and the aggregate value of the
  Securities per Unit as of the Initial Date of Deposit. Investors should note
  that the actual amount of income distributed per Unit by the Portfolio will
  vary from the estimated amount due to a variety of factors including,
  changes in the items described in the preceding sentence, expenses and
  actual dividends declared and paid by the issuers of the Securities.

(3) Current Dividend Yield for each Security was calculated by annualizing the
    last quarterly or semi-annual ordinary dividend declared on that Security
    and dividing the result by that Security's closing sale price on the busi-
    ness day prior to the Initial Date of Deposit.

(4) This Security is a foreign security not listed on a U.S. exchange.

(5) This Security represents the common stock of a foreign company which
    trades directly on a United States national securities exchange.

(6) This Security is an American Depositary Receipt of a foreign company that
    is denominated in U.S. dollars and traded on a U.S. exchange.

Please note that if this Prospectus is used as a preliminary prospectus for
future Nuveen Defined Portfolios, the portfolios will contain different stocks
from those described in this Prospectus.

-------------------------------------------------------------------------------

                                      ---
                                      44
<PAGE>

Statements of Condition

(at the Initial Date of Deposit, June 6, 2000)

<TABLE>
<CAPTION>
                                     Internet  Pharmaceutical Technology Wireless
                                     15-Month     15-Month     15-Month  15-Month
                                      Sector       Sector       Sector    Sector
                                     Portfolio   Portfolio    Portfolio  Portfolio
Trust Property                       --------- -------------- ---------- ---------
<S>                                  <C>       <C>            <C>        <C>
Investment in securities
 represented by purchase
 contracts(1)(2)...................  $124,779     $124,353     $124,865  $124,144
                                     ========     ========     ========  ========
<CAPTION>
Liabilities and Interest of
Unitholders
Liabilities:
<S>                                  <C>       <C>            <C>        <C>
  Deferred sales charge(3).........  $  2,458     $  2,449     $  2,459  $  2,445
  Reimbursement of Sponsor for
   organization costs(4)...........  $    284     $    283     $    284  $    282
                                     --------     --------     --------  --------
     Total.........................  $  2,742     $  2,732     $  2,743  $  2,727
                                     ========     ========     ========  ========
<CAPTION>
Interest of Unitholders:
<S>                                  <C>       <C>            <C>        <C>
  Units of fractional undivided
   interest outstanding............    12,603       12,560       12,612    12,539
                                     --------     --------     --------  --------
  Cost to investors(5).............  $126,002     $125,572     $126,090  $125,361
   Less: Gross underwriting
    commission(6)..................  $  3,681     $  3,668     $  3,684  $  3,662
   Less: Organization costs(4).....  $    284     $    283     $    284  $    282
                                     --------     --------     --------  --------
  Net amount applicable to
   investors.......................  $122,037     $121,621     $122,122  $121,417
                                     --------     --------     --------  --------
     Total.........................  $124,779     $124,353     $124,865  $124,144
                                     ========     ========     ========  ========
</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 ($0.195
    per Unit for the 15-Month Sector Portfolios), payable to the Sponsor.

(4) A portion of the Public Offering Price consists of an amount sufficient to
    reimburse the Sponsor for all or a portion of the costs of establishing a
    Portfolio. These costs have been estimated at $0.0225 per Unit for each
    Portfolio. A payment will be made as of the earlier of six months after
    the Initial Date of Deposit or the end of the initial offering period to
    an account maintained by the Trustee from which the obligations of the in-
    vestors to the Sponsor will be satisfied. To the extent that actual organ-
    ization costs are greater than the estimated amount, only the estimated
    organization costs added to the Public Offering Price will be reimbursed
    to the Sponsor and deducted from the assets of a Portfolio.

(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
    ING PRICE" in Part B of this Prospectus.

(6) The gross underwriting commission of 2.95% per Unit includes both an
    Upfront and a Deferred Sales Charge and has been calculated on the assump-
    tion that the Units sold are not subject to a reduction of sales charges
    for quantity purchases. In single transactions involving 5,000 Units or
    more, the sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B
    of this Prospectus.)


                                      ---
                                      45
<PAGE>

Statements of Condition (continued)

(at the Initial Date of Deposit, June 6, 2000)

<TABLE>
<CAPTION>
                           Energy   Internet  Pharmaceutical Technology Wireless
                          Five-Year Five-Year   Five-Year    Five-Year  Five-Year
                           Sector    Sector       Sector       Sector    Sector
                          Portfolio Portfolio   Portfolio    Portfolio  Portfolio
Trust Property            --------- --------- -------------- ---------- ---------
<S>                       <C>       <C>       <C>            <C>        <C>
Investment in securities
 represented by purchase
 contracts(1)(2)........  $124,979  $124,779     $124,353     $124,865  $124,144
                          ========  ========     ========     ========  ========
Liabilities and Interest
 of Unitholders
Liabilities:
  Deferred sales
   charge(3)............  $  4,418  $  4,411     $  4,396     $  4,414  $  4,389
  Reimbursement of Spon-
   sor for organization
   costs(4).............  $    284  $    284     $    283     $    284  $    282
                          --------  --------     --------     --------  --------
     Total..............  $  4,702  $  4,695     $  4,679     $  4,698  $  4,671
                          ========  ========     ========     ========  ========
Interest of Unitholders:
  Units of fractional
   undivided interest
   outstanding..........    12,624    12,603       12,560       12,612    12,539
                          --------  --------     --------     --------  --------
  Cost to investors(5)..  $126,185  $125,983     $125,553     $126,070  $125,341
   Less: Gross under-
    writing commis-
    sion(6).............  $  5,624  $  5,615     $  5,596     $  5,619  $  5,586
   Less: Organization
    costs(4)............  $    284  $    284     $    283     $    284  $    282
                          --------  --------     --------     --------  --------
  Net amount applicable
   to investors.........  $120,277  $120,084     $119,674     $120,167  $119,473
                          --------  --------     --------     --------  --------
     Total..............  $124,979  $124,779     $124,353     $124,865  $124,144
                          ========  ========     ========     ========  ========
</TABLE>
---------

(1) Aggregate cost of securities listed under "Schedule of Investments" is
    based on their aggregate underlying value.

(2) An irrevocable letter of credit has been deposited with the Trustee as
    collateral, which is sufficient to cover the monies necessary for the pur-
    chase of the securities pursuant to contracts for the purchase of such se-
    curities.

(3) Represents the amount of mandatory distributions from a Portfolio ($0.35
    per Unit for the Five-Year Sector Portfolios), payable to the Sponsor.

(4) A portion of the Public Offering Price consists of an amount sufficient to
    reimburse the Sponsor for all or a portion of the costs of establishing a
    Portfolio. These costs have been estimated at $0.0225 per Unit for each
    Portfolio. A payment will be made as of the earlier of six months after
    the Initial Date of Deposit or the end of the initial offering period to
    an account maintained by the Trustee from which the obligations of the in-
    vestors to the Sponsor will be satisfied. To the extent that actual organ-
    ization costs are greater than the estimated amount, only the estimated
    organization costs added to the Public Offering Price will be reimbursed
    to the Sponsor and deducted from the assets of a Portfolio.

(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-
    ING PRICE" in Part B of this Prospectus.

(6) The gross underwriting commission of 4.50% per Unit includes both an
    Upfront and a Deferred Sales Charge and has been calculated on the assump-
    tion that the Units sold are not subject to a reduction of sales charges
    for quantity purchases. In single transactions involving 5,000 Units or
    more, the sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B
    of this Prospectus.)

                                      ---
                                      46
<PAGE>

Report of Independent Public Accountants

To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 95:

We have audited the accompanying statements of condition and the schedules of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 95 as of June 6, 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 statements 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 statements of condition and the schedules of investments
at date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 95, as of June 6, 2000,
in conformity with accounting principles generally accepted in the United
States.

                                                ARTHUR ANDERSEN LLP

Chicago, Illinois

June 6, 2000

                                      ---
                                      47
<PAGE>

[Nuveen Defined Portfolios Logo]

                         NUVEEN UNIT TRUSTS, SERIES 95
                              PROSPECTUS -- PART A

                               June 6, 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 Portfolios
filed with the Securities and Exchange Commission in Washington, DC under the:

  Securities Act of 1933 (file no. 333-38076)

  Investment Company Act of 1940 (file no. 811-08103)

  More information about the Portfolios, including the code of ethics adopted
by the Sponsor and the Nuveen Unit Trusts, can be found in the Commission's
Public Reference Room. Information about the operation of the Public Reference
Room may be obtained by calling the Commission at 1-202-942-8090. Portfolio in-
formation is also available on the EDGAR Database on the Commission's website
at http://www.sec.gov, or may be obtained at prescribed 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 a
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 a Portfolio are no longer available or for investors who will
reinvest into subsequent series of a 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 DEFINED PORTFOLIOS]

Nuveen Equity Portfolio Prospectus

         Prospectus Part B dated June 6, 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, hypothetical performance information, risk factors and
optional features. Part B of the Prospectus provides more general information
regarding the Nuveen Defined Portfolios. You should read both Parts of the
Prospectus and retain them for future reference. Except as provided in Part A
of the Prospectus, the information contained in this Part B will apply to each
Trust.

  Additional information about the Trusts is provided in the Information
Supplement. You can receive an Information Supplement by calling The Chase
Manhattan Bank (the "Trustee") at (800) 257-8787.

Nuveen Defined Portfolios

Each Nuveen Defined Portfolio consists of a portfolio of Securities of
companies described in the applicable Part A of the Prospectus (see "Schedule
of Investments" in Part A of the Prospectus for a list of the Securities
included in a Trust).

Minimum Investment--$1,000 or 100 Units ($500 or nearest whole number of Units
whose value is less than $500 for IRA purchases), whichever is less.

Redeemable Units. Units of a Trust are redeemable at the offices of the Trustee
at prices based upon the aggregate underlying value of the Securities
(generally determined by the closing sale prices of listed Securities and the
bid prices of over-the-counter traded Securities). During the period ending
with the earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus for the organization costs and see
"REDEMPTION" herein for a more detailed discussion of redeeming your Units.

Dividend and Capital Distributions. Cash dividends received by a Trust will be
paid on those dates set forth under "Distributions" in Part A of the
Prospectus. Distributions of funds in the Capital Account, if any, will be made
as part of the final liquidation distribution, if applicable, and in certain
circumstances, earlier. See "DISTRIBUTIONS TO UNITHOLDERS."

Public Offering Price. Public Offering Price of a Trust during the Initial
Offering Period is based upon the aggregate underlying value of the Securities
in the Trust's portfolio (generally determined by the closing sale prices of
the listed Securities and the ask prices of over-the-counter traded Securities)
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,
plus a sales charge as set forth in Part A of the Prospectus and is rounded to
the nearest cent. The Public Offering Price during the period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period also includes organization costs incurred in
establishing a Trust. These costs will be deducted from the assets of the Trust
as of the close of such period. See "Risk/Return Summary-Fees and Expenses" in
Part A of the Prospectus. For Units purchased in the secondary market, the
Public Offering Price is based upon the aggregate underlying value of the
Securities in the Trust (generally determined by the closing sale prices of the
listed Securities and the bid prices of over-the-counter traded Securities)
plus the applicable sales charges. A pro rata share of accumulated dividends,
if any, in the Income Account from the preceding Record Date to, but not
including, the settlement date (normally three business days after purchase) is
added to the Public Offering Price. (See "PUBLIC OFFERING PRICE.")

  The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
NUVEEN DEFINED PORTFOLIOS..................................................   3
COMPOSITION OF TRUSTS......................................................   4
PUBLIC OFFERING PRICE......................................................   6
MARKET FOR UNITS...........................................................   9
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT....................  10
TAX STATUS.................................................................  10
RETIREMENT PLANS...........................................................  15
TRUST OPERATING EXPENSES...................................................  15
DISTRIBUTIONS TO UNITHOLDERS...............................................  16
ACCUMULATION PLAN..........................................................  17
REPORTS TO UNITHOLDERS.....................................................  18
UNIT VALUE AND EVALUATION..................................................  18
DISTRIBUTIONS OF UNITS TO THE PUBLIC.......................................  19
OWNERSHIP AND TRANSFER OF UNITS............................................  21
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES......................  21
REDEMPTION.................................................................  21
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST..............  23
PURCHASE OF UNITS BY THE SPONSOR...........................................  25
REMOVAL OF SECURITIES FROM THE TRUSTS......................................  25
INFORMATION ABOUT THE TRUSTEE..............................................  26
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE..........................  26
SUCCESSOR TRUSTEES AND SPONSORS............................................  26
INFORMATION ABOUT THE SPONSOR..............................................  27
INFORMATION ABOUT THE EVALUATOR............................................  27
FORTUNE LICENSE AGREEMENT..................................................  28
OTHER INFORMATION..........................................................  28
LEGAL OPINION..............................................................  29
AUDITORS...................................................................  29
CODE OF ETHICS.............................................................  29
SUPPLEMENTAL INFORMATION...................................................  29
</TABLE>

                                       2
<PAGE>

Nuveen Defined Portfolios

  This Nuveen Defined Portfolio is one of a series of separate but similar
investment companies created by John Nuveen & Co. Incorporated, each of which
is designated by a different Series number. The Nuveen Defined Portfolios
consist of, among others, Strategy Trusts and Sector Trusts. Strategy Trusts
include, but are not limited to, Nuveen-Standard & Poor's Quality Buyback
Portfolios, Nuveen Dow 5SM and Dow 10SM Portfolios, Nuveen Legacy Portfolios,
Nuveen Rittenhouse Concentrated Growth Portfolios, Nuveen-FORTUNE's America's
Most Admired Companies Portfolios, Arvest Regional ImpactTM Portfolios, Harris
Insight(R) Multi-Sector Portfolios, Dorsey, Wright Relative Strength 5
Portfolios, Peroni Top Ten Picks Portfolios and Peroni Growth Portfolios.
Sector Trusts include, but are not limited to, Nuveen Energy Sector
Portfolios, Nuveen Financial Services Sector Portfolios, Nuveen Pharmaceutical
Sector Portfolios, Nuveen Precious Metals Sector Portfolios, Nuveen Technology
Sector Portfolios, Nuveen Communications Sector Portfolios, Nuveen Bandwidth
Sector Portfolios, Nuveen Consumer Electronics Sector Portfolios, Nuveen
Digital Sector Portfolios, Nuveen e-Commerce Sector Portfolios, Nuveen e-
Finance Sector Portfolios, Nuveen Internet Sector Portfolios, Nuveen Retail
Sector Portfolios, Nuveen Semiconductor Sector Portfolios, Nuveen Utility
Sector Portfolios, Nuveen Wireless Sector Portfolios, Nuveen e-Business Sector
Portfolios, Nuveen Glass-Steagall Sector Portfolios, Nuveen i-Media &
Advertising Sector Portfolios, Nuveen Networking & Storage Sector Portfolios,
Nuveen Software Weblications Sector Portfolios, Nuveen Pharmaceutical Sector
Portfolios and Nuveen Fuel Cell Sector Portfolios. Additional Series of the
Nuveen Defined Portfolios are the Nuveen Nasdaq-100 Growth and Treasury
Portfolios.

  The underlying unit investment trusts contained in this Series are combined
under one Trust Indenture and Agreement. Specific information regarding each
Trust is set forth in Part A of this Prospectus. The various Nuveen Defined
Portfolios are collectively referred to herein as the "Trusts."  This Series
was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement dated the Initial Date of Deposit (the "Indenture")
between John Nuveen & Co. Incorporated ("Nuveen" or the "Sponsor") and The
Chase Manhattan Bank (the "Trustee").

  The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of the securities of the companies described in the
applicable Part A of the Prospectus, together with funds represented by an
irrevocable letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves). See "Schedule of
Investments" in Part A of the Prospectus, for a description of the Securities
deposited in the applicable Trust. See also, "Risk/Return Summary" and "Risk
Factors" in Part A of the Prospectus. As used herein, the term "Securities"
means the Securities (including contracts for the purchase thereof) initially
deposited in each Trust and described in the related portfolio and any
additional equity securities that may be held by a Trust.

  The Trustee has delivered to the Sponsor registered Units which represent
ownership of the entire Trust, and which are offered for sale by this
Prospectus. Each Unit of a Trust represents a fractional undivided interest in
the Securities deposited in such Trust. Units may only be sold in states in
which they are registered. To the extent that any Units of any Trust are
redeemed by the Trustee, the aggregate value of the Trust's assets will
decrease by the amount paid to the redeeming Unitholder, but the fractional
undivided interest of each unredeemed Unit in such Trust will increase
proportionately. The Sponsor will initially, and from time to time thereafter,
hold Units in connection with their offering.

  Additional Units of a Trust may be issued from time to time following the
Initial Date of Deposit by depositing in such Trust additional Securities (or
contracts therefore backed by an irrevocable letter of credit or cash) or cash
(including a letter of credit) with instructions to purchase additional
Securities in the Trust. As additional Units are issued by a Trust as a result
of the deposit of additional Securities or cash by the Sponsor, the aggregate
value of the Securities in a Trust will be increased and the fractional
undivided interest in such Trust represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits of Securities, or cash
with instructions to purchase additional Securities, into a Trust following
the Initial Date of Deposit, provided that such additional deposits will be in
amounts which will maintain, within reasonable parameters, the same original
proportionate relationship among the Securities in such Trust established on
the Initial Date of Deposit. Thus, although additional Units will be issued,
each Unit will continue to represent the same proportionate amount of each
Security. To the extent that any Units are redeemed by the Trustee or
additional Units are issued

                                       3
<PAGE>

as a result of additional Securities or cash being deposited by the Sponsor,
the fractional undivided interest in a Trust represented by each unredeemed
Unit will decrease or increase accordingly, although the actual interest in
such Trust represented by such fraction will remain unchanged. If the Sponsor
deposits cash, however, existing and new investors may experience a dilution
of their investment and a reduction in their anticipated income because of
fluctuations in the price of the Securities between the time of the cash
deposit and the purchase of the Securities and because the Trust will pay the
associated brokerage fees. To minimize this effect, the Trust will try to
purchase the Securities as close to the evaluation time or as close to the
evaluation price as possible. Units will remain outstanding until redeemed
upon tender to the Trustee by Unitholders, which may include the Sponsor, or
until termination of the Indenture.

  The Sponsor may realize a profit (or sustain a loss) as of the opening of
business on the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities and the cost of such Securities to the
Trust, which is based on the evaluation of the Securities as of the opening of
business on the Initial Date of Deposit. (See "Schedule of Investments" in
Part A of the Prospectus.) The Sponsor may also be considered to have realized
a profit or to have sustained a loss, as the case may be, in the amount of any
difference between the cost of the Securities to the Trust (which is based on
the Evaluator's determination of the aggregate value of the underlying
Securities of the Trust) on the subsequent date(s) of deposit and the cost of
such Securities to Nuveen, if applicable.

Composition of Trusts

  Each Trust initially consists of delivery statements relating to contracts
to purchase Securities (or of such Securities) as are listed under "Schedule
of Investments" in Part A of this Prospectus and, thereafter, of such
Securities as may continue to be held from time to time (including certain
securities deposited in the Trust to create additional Units or in
substitution for Securities not delivered to a Trust). To assist the Sponsor
in selecting Securities for certain Trusts, the Sponsor may use its own
resources to pay outside research service providers.

  Limited Replacement of Certain Securities. Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any
Security. In the event of a failure to deliver any Security that has been
purchased for a Trust under a contract, including those Securities purchased
on a when, as and if issued basis ("Failed Securities"), the Sponsor is
authorized under the Indenture to direct the Trustee to acquire other
specified Securities ("Replacement Securities") to make up the original corpus
of the Trust within 20 days after delivery of notice of the failed contract
and the cost to the Trust may not exceed the amount of funds reserved for the
purchase of the Failed Securities.

  If the right of limited substitution described in the preceding paragraph is
not utilized to acquire Replacement Securities in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Securities to all Unitholders of the Trust and the Trustee will distribute the
principal attributable to such Failed Securities not more than 120 days after
the date on which the Trustee received a notice from the Sponsor that a
Replacement Security would not be deposited in the Trust. In addition,
Unitholders should be aware that, at the time of receipt of such principal,
they may not be able to reinvest such proceeds in other securities with
equivalent growth potential at a comparable price.

  The Indenture also authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities in the
Trust or cash (including a letter of credit) with instructions to purchase
additional Securities in the Trust and the issuance of a corresponding number
of additional Units. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in
their anticipated income because of fluctuations in the prices of the
Securities between the time of the cash deposit and the purchase of the
Securities and because the Trust will pay the associated brokerage fees.


                                       4
<PAGE>

  Sale of Securities. Certain of the Securities may from time to time under
certain circumstances be sold. The proceeds from such events will be used to
pay for expenses or for Units redeemed or distributed to Unitholders and not
reinvested; accordingly, no assurance can be given that a Trust will retain
for any length of time its present size and composition.

  Whether or not the Securities are listed on a securities exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of a Trust will be adversely affected if trading markets for the
Securities are limited or absent. There can be no assurance that a Trust or,
if applicable, successive trusts that employ the same or a similar investment
strategy, will achieve their investment objectives.

  Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in a Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to
the environment or with respect to the petroleum or tobacco industry, may have
a negative impact on certain companies represented in a Trust. There can be no
assurance that future legislation, regulation or deregulation will not have a
material adverse effect on a Trust or will not impair the ability of the
issuers of the Securities to achieve their business goals.

  Unitholders will be unable to dispose of any of the Securities in a Trust
and will not be able to vote the Securities. As the holder of the Securities,
the Trustee will have the right to vote all of the voting stocks in a Trust
and will vote such stocks in accordance with the instructions of the Sponsor.

  Litigation. Except as provided in Part A of the Prospectus, to the best
knowledge of the Sponsor, there is no litigation pending as of the Initial
Date of Deposit in respect of any Securities which might reasonably be
expected to have a material adverse effect on any of the Trusts. It is
possible that after the Initial Date of Deposit, litigation may be initiated
with respect to Securities in any Trust or current litigation may have
unexpected results. The Sponsor is unable to predict whether any such
litigation may have such results or may be instituted, or if instituted,
whether any such litigation might have a material adverse effect on the
Trusts.

                                       5
<PAGE>

Public Offering Price

  The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in the Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of over-the-counter traded
Securities), plus or minus cash, if any, in the Income and Capital Accounts of
the Trust, plus an initial sales charge equal to the difference between the
maximum sales charge (as set forth in Part A of the Prospectus) per Unit and
the maximum remaining deferred sales charge (as set forth in Part A of the
Prospectus) and is rounded to the nearest cent. In addition, a portion of the
Public Offering Price during the initial offering period also consists of
Securities in an amount sufficient to pay for all or a portion of the costs
incurred in establishing a Trust, including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states, the
initial audit of each Trust portfolio, the initial evaluation, legal fees, the
initial fees and expenses of the Trustee and any non-material out-of-pocket
expenses.

  The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's organization
costs will be purchased in the same proportionate relationship as all the
Securities contained in the Trust. Securities will be sold to reimburse the
Sponsor for the Trust's organization costs at the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period (a
shorter time period than the life of the Trust). During the period ending with
the earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, there may be a decrease in the value of the
Securities. To the extent the proceeds from the sale of these Securities are
insufficient to repay the Sponsor for the Trust organization costs, the
Trustee will sell additional Securities to allow the Trust to fully reimburse
the Sponsor. In that event, the net asset value per Unit will be reduced by
the amount of additional Securities sold. Although the dollar amount of the
reimbursement due to the Sponsor will remain fixed and will never exceed the
amount per Unit set forth for the Trusts in "Statement of Condition," this
will result in a greater effective cost per Unit to Unitholders for the
reimbursement to the Sponsor. When Securities are sold to reimburse the
Sponsor for organization costs, the Trustee will sell such Securities to an
extent which will maintain the same proportionate relationship among the
Securities contained in the Trust as existed prior to such sale. See
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus.

  Commencing on those dates set forth under "Risk/Return Summary--Fees and
Expenses" in Part A of this Prospectus, a deferred sales charge in an amount
described in Part A of the Prospectus will be assessed per Unit per applicable
month. 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

                                       6
<PAGE>

letter of intent must be in a form acceptable to the Sponsor and shall have a
maximum duration of thirteen months, will be eligible to receive a reduced
sales charge according to the graduated scale provided in Part A of this
Prospectus, based on the amount of intended aggregate purchases (excluding
purchases which are subject only to a deferred sales charge) as expressed in
the letter of intent. For purposes of letter of intent calculations, units of
equity-based products are valued at $10 per unit. Due to administrative
limitations and in order to permit adequate tracking, the only secondary
market purchases that will be permitted to be applied toward the intended
specified amount and that will receive the corresponding reduced sales charge
are those Units that are acquired through or from the Sponsor. By establishing
a letter of intent, a Unitholder agrees that the first purchase of Units
following the execution of such letter of intent will be at least 5% of the
total amount of the intended aggregate purchases expressed in such
Unitholder's letter of intent. Further, through the establishment of the
letter of intent, such Unitholder agrees that Units representing 5% of the
total amount of the intended purchases will be held in escrow by the Trustee
pending completion of these purchases. All distributions on Units held in
escrow will be credited to such Unitholder's account. If total purchases prior
to the expiration of the letter of intent period equal or exceed the amount
specified in a Unitholder's letter of intent, the Units held in escrow will be
transferred to such Unitholder's account. A Unitholder who purchases Units
during the letter of intent period in excess of the number of Units specified
in a Unitholder's letter of intent, the amount of which would cause the
Unitholder to be eligible to receive an additional sales charge reduction,
will be allowed such additional sales charge reduction on the purchase of
Units which caused the Unitholder to reach such new breakpoint level and on
all additional purchases of Units during the letter of intent period. If the
total purchases are less than the amount specified, the Unitholder involved
must pay the Sponsor an amount equal to the difference between the amounts
paid for these purchases and the amounts which would have been paid if the
higher sales charge had been applied; the Unitholder will, however, be
entitled to any reduced sales charge qualified for by reaching any lower
breakpoint level. If such Unitholder does not pay the additional amount within
20 days after written request by the Sponsor or the Unitholder's securities
representative, the Sponsor will instruct the Trustee to redeem an appropriate
number of the escrowed Units to meet the required payment. By establishing a
letter of intent, a Unitholder irrevocably appoints the Sponsor as attorney to
give instructions to redeem any or all of such Unitholder's escrowed Units,
with full power of substitution in the premises. A Unitholder or his
securities representative must notify the Sponsor whenever such Unitholder
makes a purchase of Units that he wishes to be counted towards the intended
amount.

  For "secondary market" sales, the Public Offering Price is based on the
aggregate underlying value of the Securities in a Trust as of the Evaluation
Time (generally determined by the closing sale prices of listed Securities and
the bid prices of over-the-counter traded Securities), plus or minus cash, if
any, in the Income and Capital Accounts of a Trust, plus an initial sales
charge equal to the difference between the maximum sales charge and any
remaining deferred sales charges. The maximum sales charge for certain trusts
is described in Part A of the Prospectus. See "UNIT VALUE AND EVALUATION."

  In the secondary market for Nuveen Five-Year Sector Portfolios, Legacy Five-
Year Portfolios and Arvest Regional ImpactTM Portfolios, prior to the
completion of the deferred sales charge period, the maximum sales charge will
be 4.50% of the Public Offering Price. The upfront portion of the sales charge
will equal the difference between 4.5% of the Public Offering Price and any
remaining deferred sales charges. Unitholders that purchase more than 5,000
Units and certain classes of investors are entitled to purchase Units at
reduced sales charges as shown below.

<TABLE>
<CAPTION>
                                                                       Total
                                                                      Maximum
        Number of Units                                             Sales Charge
        ---------------                                             ------------
        <S>                                                         <C>
        Less than 5,000............................................     4.50%
        5,000 to 9,999.............................................     4.25%
        10,000 to 24,999...........................................     4.00%
        25,000 to 49,999...........................................     3.50%
        50,000 to 99,999...........................................     2.50%
        100,000 or more............................................     1.50%
        Wrap and Trust Account Purchases...........................     1.00%
</TABLE>

                                       7
<PAGE>

  For secondary market sales after the completion of the deferred sales charge
period for Nuveen Five-Year Sector Portfolios and Arvest Regional ImpactTM
Portfolios, the maximum sales charge will be a one-time charge of 4.5% of the
Public Offering Price. Unitholders that purchase more than 5,000 Units and
certain classes of investors are entitled to purchase Units at reduced sales
charges shown below. Secondary market sales charges are reduced by 1/2 of 1%
on each subsequent July 31, commencing July 31, 2000, to a minimum sales
charge of 3.0% of the Public Offering Price as shown below with reduced sales
charges for larger purchases and certain investors:

<TABLE>
<CAPTION>
           Number of Units*                   Total Maximum Sales Charge
           ----------------               ------------------------------------------------------
                                          4.5%           4.0%           3.5%           3.0%
                                          ----           ----           ----           ----
   <S>                                    <C>            <C>            <C>            <C>
   Less than 5,000                        4.50           4.00           3.50           3.00
   5,000 to 9,999                         4.25           3.75           3.25           2.75
   10,000 to 24,999                       4.00           3.50           3.00           2.50
   25,000 to 49,999                       3.50           3.25           2.75           2.25
   50,000 to 99,999                       2.50           2.25           1.75           1.50
   100,000 or more                        1.50           1.25           1.00           0.75
   Wrap and Trust Account Purchases       1.00           1.00           1.00           1.00
</TABLE>
  --------
  * Sales charge reductions are computed both on a dollar basis and on
    the basis of the number of Units purchased, using the equivalent of
    5,000 Units to $50,000, 10,000 Units to $100,000, etc., and will be
    applied on that basis which is more favorable to Unitholders.
    All Units are subject to the same deferred sales charges. When the
    deferred charges exceed the maximum sales charge, Unitholders will
    be given extra Units at the time of purchase.

  Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than
20% of the total value of the Securities deposited in the Trust during the
primary offering period of the Trust.

  At all times while Units are being offered for sale, the Evaluator will
appraise or cause to be appraised daily the value of the underlying Securities
in each Trust as of 4:00 p.m. eastern time, or as of any earlier closing time
on a day on which the New York Stock Exchange (the "Exchange") is scheduled in
advance to close at such earlier time and will adjust the Public Offering
Price of the Units commensurate with such appraisal ("Evaluation Time"). Such
Public Offering Price will be effective for all orders received by a dealer or
the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as of
any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time. Orders received after that time, or on
a day when the Exchange is closed for a scheduled holiday or weekend, will be
held until the next determination of price.

  The graduated sales charges for the primary offering period set forth in the
table provided in Part A of this Prospectus will apply on all applicable
purchases of Nuveen investment company securities on any one day by the same
purchaser in the amounts stated, and for this purpose purchases of a Trust
will be aggregated with concurrent purchases of any other Nuveen unit
investment trust or of shares of any open-end management investment company of
which the Sponsor is principal underwriter and with respect to the purchase of
which a sales charge is imposed. Purchases by or for the account of
individuals and their spouses, parents, children, grandchildren, grandparents,
parents-in-law, sons- and daughters-in-law, siblings, a sibling's spouse and a
spouse's siblings ("immediate family members") will be aggregated to determine
the applicable sales charge. The graduated sales charges are also applicable
to a trustee or other fiduciary purchasing securities for a single trust
estate or single fiduciary account.

  Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trusts
with the sales charge applicable for "Rollover Purchases" as provided in "How
to Buy and Sell Units" in Part A of the Prospectus. The dealer concession for
such purchases will be that applicable to "Rollover Purchases".

                                       8
<PAGE>


  Units may be purchased with the applicable reduced sales charge provided for
"Wrap Account Purchases" under "How to Buy and Sell Units" in Part A of the
Prospectus or herein by (1) investors who purchase Units through registered
investment advisers, certified financial planners and registered broker-
dealers who in each case either charge periodic fees for financial planning,
investment advisory 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, The McGraw Hill
Companies Inc. ("McGraw-Hill") 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 McGraw-Hill and 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"). (For
individuals associated with McGraw Hill this privilege is only available for
purchases of Units of the Nuveen-Standard & Poor's Quality Buyback Portfolio
and for individuals associated with Dow Jones this privilege is only available
for purchases of Units of the Nuveen--The Dow 5sm Portfolio and the Nuveen--
The Dow 10sm Portfolio). 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. Despite the
foregoing paragraph, officers, directors and bona fide employees of Merrill
Lynch may only purchase Units of a Nuveen 15-Month Wireless Sector Portfolio
with the sales charge applicable for "Rollover Purchases" provided in Part A
of the Prospectus and the applicable dealer firm will receive the dealer
concession for "Rollover Purchases" provided in Part A of the Prospectus.

  During the initial offering period, unitholders of any Nuveen-sponsored unit
investment trust may utilize their redemption or termination proceeds to
purchase Units of a Trust with the sales charge applicable for "Rollover
Purchases" as provided in "How to Buy and Sell Units" in Part A of the
Prospectus.

  Whether or not Units are being offered for sale, the Trustee will determine
or cause to be determined the aggregate value of each Trust as of 4:00 p.m.
eastern time: (i) on each June 30 or December 31 (or, if such date is not a
business day, the last business day prior thereto), (ii) on any day on which a
Unit is tendered for redemption (or the next succeeding business day if the
date of tender is a non-business day) and (iii) at such other times as may be
necessary. For this purpose, a "business day" shall be any day on which the
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")

Market for Units

  During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price based upon the pro rata share per Unit
of the aggregate underlying value of the Securities in such Trust as of the
Evaluation Time (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 as of the Evaluation Time (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

                                       9
<PAGE>

Date of Deposit or the end of the initial offering period, the price at which
the Sponsor expects to repurchase Units (the "Sponsor's Repurchase Price")
includes estimated organization costs per Unit. After such period, the
Sponsor's Repurchase Price will not include 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.")

  In connection with its secondary market making activities, the Sponsor may
from time to time enter into secondary market joint account agreements with
other brokers and dealers. Pursuant to such an agreement, the Sponsor will
generally purchase Units from the broker or dealer at the Redemption Price (as
defined in "REDEMPTION") and will place the Units into a joint account managed
by the Sponsor; sales from the account will be made in accordance with the
then current prospectus and the Sponsor and the broker or dealer will share
profits and losses in the joint account in accordance with the terms of their
joint account agreement.

  In maintaining a market for the Units, the Sponsor will realize profits or
sustain losses in the amount of any difference between the price at which
Units are purchased and the price at which Units are resold or redeemed. The
secondary market Public Offering Price of Units may be greater or less than
the cost of such Units to the Sponsor.

  Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (three business days after purchase) as the
Trustee can complete the mechanics of registration, normally within 48 hours
after registration instructions are received. Purchasers of Units to whom
Certificates are issued will be unable to exercise any right of redemption
until they have received their Certificates, properly endorsed for transfer.
(See "REDEMPTION.")

Evaluation of Securities at the Initial Date of Deposit

  The prices of the Securities deposited in the Trusts included in Part A of
the Prospectus were determined by the Trustee.

  The amount by which the Trustee's determination of the aggregate value of
the Securities deposited in the Trusts was greater or less than the cost of
such Securities to the Sponsor was profit or loss to the Sponsor. (See Part A
of this Prospectus.) The Sponsor also may realize further profit or sustain
further loss as a result of fluctuations in the Public Offering Price of the
Units. Cash, if any, made available to the Sponsor prior to the settlement
date for a purchase of Units, or prior to the acquisition of all Portfolio
securities by a Trust, may be available for use in the Sponsor's business, and
may be of benefit to the Sponsor.

Tax Status

  The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986 (the "Code"). Unitholders should consult
their tax advisers in determining the Federal, state, local and any other tax
consequences of the purchase, ownership and disposition of Units in a Trust.
For purposes of the following discussion and opinions, it is assumed that each
Security is equity for Federal income tax purposes.

                                      10
<PAGE>

  In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:

    1. Each Trust is not an association taxable as a corporation for Federal
  income tax purposes; each Unitholder will be treated as the owner of a pro
  rata portion of each of the assets of the Trust under the Code; and the
  income of the Trust will be treated as income of the Unitholders thereof
  under the Code. Each Unitholder will be considered to have received his pro
  rata portion of income derived from each Trust asset when such income is
  considered to be received by the Trust. A Unitholder will be considered to
  have received all of the dividends paid on his pro rata portion of each
  Security when such dividends are considered to be received by the Trust
  regardless of whether such dividends are used to pay a portion of the
  deferred sales charge. Unitholders will be taxed in this manner regardless
  of whether distributions from the Trust are actually received by the
  Unitholder or are automatically reinvested.

    2. Each Unitholder will have a taxable event when a Trust disposes of a
  Security (whether by sale, taxable exchange, liquidation, redemption, or
  otherwise) or upon the sale or redemption of Units by such Unitholder
  (except to the extent an in-kind distribution of stock is received by such
  Unitholder as described below). The price a Unitholder pays for his or her
  Units, generally including sales charges, is allocated among his or her pro
  rata portion of each Security held by the Trust (in proportion to the fair
  market values thereof on the valuation date closest to the date the
  Unitholder purchases his or her Units) in order to determine his or her tax
  basis for his or her pro rata portion of each Security held by the Trust.
  Unitholders should consult their own tax advisors with regard to the
  calculation of basis. For Federal income tax purposes, a Unitholder's pro
  rata portion of dividends, as defined by Section 316 of the Code, paid by a
  corporation with respect to a Security held by the Trust is taxable as
  ordinary income to the extent of such corporation's current and accumulated
  "earnings and profits." A Unitholder's pro rata portion of dividends paid
  on such Security which exceeds such current and accumulated earnings and
  profits will first reduce a Unitholder's tax basis in such Security, and to
  the extent that such dividends exceed a Unitholder's tax basis in such
  Security shall generally be treated as capital gain. In general, the
  holding period for such capital gain will be determined by the period of
  time a Unitholder has held his or her Units.

    3. A Unitholder's portion of gain, if any, upon the sale or redemption of
  Units or the disposition of Securities held by the Trust will generally be
  considered a capital gain (except in the case of a dealer or a financial
  institution). A Unitholder's portion of loss, if any, upon the sale or
  redemption of Units or the disposition of Securities held by the Trust will
  generally be considered a capital loss (except in the case of a dealer or a
  financial institution). Unitholders should consult their tax advisors
  regarding the recognition of such capital gains and losses for Federal
  income tax purposes. In particular, a Rollover Unitholder should be aware
  that a Rollover Unitholder's loss, if any, incurred in connection with the
  exchange of Units for units in the next new series of a Trust (the "New
  Trust"), (if so provided in Part A of the Prospectus, the Sponsor intends
  to create a separate New Trust in conjunction with the termination of the
  Trust) will generally be disallowed with respect to the disposition of any
  Securities pursuant to such exchange to the extent that such Unitholder is
  considered the owner of substantially identical securities under the wash
  sale provisions of the Code taking into account such Unitholder's deemed
  ownership of the securities underlying the Units in the New Trust in the
  manner described above, if such substantially identical securities are
  acquired within a period beginning 30 days before and ending 30 days after
  such disposition. However, any gains incurred in connection with such an
  exchange by a Rollover Unitholder would be recognized. Unitholders should
  consult their tax advisers regarding the recognition of gains and losses
  for Federal income tax purposes.

  Deferred Sales Charge. Generally the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge is deferred. The income (or proceeds from redemption) a Unitholder must
take into account for Federal income tax purposes is not reduced by amounts
deducted to pay the deferred sales charge. Unitholders should consult their
own tax advisers as to the income tax consequences of the deferred sales
charge.

                                      11
<PAGE>

  Dividends Received Deduction. A corporation that owns Units will generally
be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the
extent such dividends are taxable as ordinary income, as discussed above and
are attributable to domestic corporations) in the same manner as if such
corporation directly owned the Securities paying such dividends (other than
corporate Unitholders, such as "S" corporations, which are not eligible for
the deduction because of their special characteristics and other than for
purposes of special taxes such as the accumulated earnings tax and the
personal holding corporation tax). However, a corporation owning Units should
be aware that Sections 246 and 246A of the Code impose additional limitations
on the eligibility of dividends for the 70% dividends received deduction.
These limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under and during the period
specified in Section 246(c) of the Code). Final regulations have been issued
which address special rules that must be considered in determining whether the
46-day holding period requirement is met. Moreover, the allowable percentage
of the deduction will be reduced from 70% if a corporate Unitholder owns
certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation.

  To the extent dividends received by a Trust are atrributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations. Unitholders should
consult with their tax advisers with respect to the limitations on and
possible modifications to the dividends received deduction.

  Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him or her. As a result of the Tax Reform Act of 1986, certain
miscellaneous itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted
gross income. Unitholder's may be required to treat some or all of the
expenses of a Trust as miscellaneous itemized deductions subject to this
limitation. Unitholders should consult with their tax advisers regarding the
limitations on the deductibility of Trust expenses.

  Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). The Internal
Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax Act")
provides that for taxpayers other than corporations, net capital gain (which
is defined as net long-term capital gain over net short-term capital loss for
the taxable year) realized from property (with certain exclusions) is subject
to a maximum marginal stated tax rate of 20% (10% in the case of certain
taxpayers in the lowest tax bracket). Capital gain or loss is long-term if the
holding period for the asset is more than one year, and is short-term if the
holding period for the asset is one year or less. The date on which a Unit is
acquired (i.e., the "trade date") is excluded for purposes of determining the
holding period of the Unit. Capital gains realized from assets held for one
year or less are taxed at the same rates as ordinary income.

  In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult
with their tax advisers regarding the potential effect of this provision on
their investment in Units.

  If the Unitholder disposes of a Unit, the Unitholder is deemed thereby to
have disposed of his or her entire pro rata interest in all assets of the
Trust involved including his or her pro rata portion of all the Securities
represented by the Unit.

                                      12
<PAGE>

  The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts or similar transactions) as
constructive sales for purposes of recognition of gain (but not loss) and for
purposes of determining the holding period. Unitholders should consult their
own tax advisors with regard to any such constructive sales rules.

  Special Tax Consequences of In-Kind Distributions Upon Redemption of Units,
Termination of a Trust and Investment in a New Trust. As discussed in
"REDEMPTION" and "OTHER INFORMATION--Termination of Indenture," under certain
circumstances a Unitholder who owns the number of Units of a Trust set forth
in Part A of the Prospectus may request an In-Kind Distribution upon the
redemption of Units or the termination of such Trust. The Unitholder
requesting an In-Kind Distribution will be liable for expenses related thereto
(the "Distribution Expenses") and the amount of such In-Kind Distribution will
be reduced by the amount of the Distribution Expenses. See "DISTRIBUTIONS TO
UNITHOLDERS." As previously discussed, prior to the redemption of Units or the
termination of a Trust, a Unitholder is considered as owning a pro rata
portion of each of the Trust's assets for Federal income tax purposes. The
receipt of an In-Kind Distribution upon the redemption of Units or the
termination of a Trust will result in a Unitholder receiving whole shares of
stock plus, possibly, cash.

  The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock
issued by a particular corporation. A Unitholder will not recognize gain or
loss if a Unitholder only receives Securities in exchange for his or her pro
rata portion in the Securities held by the Trust. However, if a Unitholder
also receives cash in exchange for a fractional share of a Security held by
the Trust, such Unitholder will generally recognize gain or loss based upon
the difference between the amount of cash received by the Unitholder and his
or her tax basis in such fractional share of a Security held by the Trust.

  Because each Trust will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by the Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or
loss) recognized under the rules described above by such Unitholder with
respect to each Security owned by the Trust. Unitholders who request an In-
Kind Distribution are advised to consult their tax advisers in this regard.

  As discussed in "SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW
TRUST," a Unitholder may elect to become a Rollover Unitholder. To the extent
a Rollover Unitholder exchanges his or her Units for Units of the New Trust in
a taxable transaction, such Unitholder will recognize gains, if any, but
generally will not be entitled to a deduction for any losses recognized upon
the disposition of any Securities pursuant to such exchange to the extent that
such Unitholder is considered the owner of substantially identical securities
under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the
New Trust in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 days before and ending
30 days after such disposition under the wash sale provisions contained in
Section 1091 of the Code. In the event a loss is disallowed under the wash
sale provisions, special rules contained in Section 1091(d) of the Code apply
to determine the Unitholder's tax basis in the securities acquired. Rollover
Unitholders are advised to consult their tax advisers.

  Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his or her Units will generally equal the price paid by such
Unitholder for his or her Units. The cost of the Units is allocated among the
Securities held by the Trust in accordance with the proportion of the fair
market values of such Securities on the valuation date nearest the date the
Units are purchased in order to determine such Unitholder's tax basis for his
or her pro rata portion of each Security.

                                      13
<PAGE>

  A Unitholder's tax basis in his or her Units and his or her pro rata portion
of a Security held by a Trust will be reduced to the extent dividends paid
with respect to such Security are received by the Trust which are not taxable
as ordinary income as described above.

  General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by
the Trust to such Unitholder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions by the Trust
(other than those that are not treated as United States source income, if any)
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons. Such persons should consult their tax
advisers.

  In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unitholders and derived from dividends of foreign corporations will not be
subject to U.S. withholding tax provided that less than 25 percent of the
gross income of the foreign corporation for a three-year period ending with
the close of its taxable year preceding the year of payment was effectively
connected to the conduct of a trade or business within the United States. In
addition, such earnings may be exempt from U.S. withholding pursuant to a
specific treaty between the United States and a foreign country. Non-U.S.
Unitholders should consult their own tax advisers regarding the imposition of
U.S. withholding on distributions from the Trust.

  It should be noted that payments to a Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unitholders should consult their tax advisers regarding the
potential tax consequences relating to the payment of any such withholding
taxes by a Trust. Any dividends withheld as a result thereof will nevertheless
be treated as income to the Unitholders. Because under the grantor trust
rules, an investor is deemed to have paid directly his share of foreign taxes
that have been paid or accrued, if any, an investor may be entitled to a
foreign tax credit or deduction for United States tax purposes with respect to
such taxes. A required holding period is imposed for such credits. Investors
should consult their tax advisers with respect to foreign withholding taxes
and foreign tax credits.

  At the termination of a Trust, the Trustee will furnish to each Unitholder a
statement containing information relating to the dividends received by the
Trust on the Securities, the gross proceeds received by the Trust from the
disposition of any Security (resulting from redemption or the sale of any
Security) and the fees and expenses paid by the Trust. The Trustee will also
furnish annual information returns to Unitholders and the Internal Revenue
Service.

  Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established. See "RETIREMENT PLANS."

  In the opinion of Carter, Ledyard & Milburn, Special Counsel to the Trusts
for New York tax matters, under the existing income tax laws of the State of
New York, each Trust is not an association taxable as a corporation and the
income of each Trust will be treated as the income of the Unitholders thereof.

  The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholder") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation
in New York or in other jurisdictions and should consult their own tax
advisers in

                                      14
<PAGE>

this regard. As used herein, the term "U.S. Unitholder" means an owner of a
Unit in a Trust that (a) is (i) for United States federal income tax purposes
a citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the income
of which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder's conduct of
a United States trade or business. The term also includes certain former
citizens of the United States whose income and gain on the Units will be
taxable. Unitholders should consult their tax advisers regarding potential
foreign, state or local taxation with respect to the Units.

Retirement Plans

  Units of the Trusts may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement plans.
Generally the Federal income tax relating to capital gains and income received
in each of the foregoing plans is deferred until distributions are received.
Distributions from such plans are generally treated as ordinary income but
may, in some cases, be eligible for special averaging or tax-deferred rollover
treatment. Investors considering participation in any such plan should review
specific tax laws related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
Such plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.

Trust Operating Expenses

  No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus for
maintaining surveillance over the portfolio and for performing certain
administrative services for the Trust (the "Sponsor's Supervisory Fee"). In
providing such supervisory services, the Sponsor may purchase research from a
variety of sources, which may include dealers of the Trusts. If so provided in
Part A of the Prospectus, the Sponsor may also receive an annual fee for
providing bookkeeping and administrative services for a Trust (the
"Bookkeeping and Administrative Fee"). Such services include, but are not
limited to, the preparation of comprehensive tax statements and providing
account information to the Unitholders. If so provided in Part A of the
Prospectus, the Evaluator may also receive an annual fee for performing
evaluation services for the Trusts (the "Evaluator's Fee"). In addition, if so
provided in Part A of the Prospectus, a Trust may be charged an annual
licensing fee to cover licenses for the use of service marks, trademarks and
trade names and/or for the use of databases and research. Estimated annual
Trust expenses are as set forth in Part A of this Prospectus; if actual
expenses are higher than the estimate, the excess will be borne by the Trust.
The estimated expenses do not include the brokerage commissions and other
transactional fees payable by the Trust in purchasing and selling Securities.

  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

                                      15
<PAGE>

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 $.005 per Unit on an annual basis. Unitholders of
a Trust covered by an audit may obtain a copy of the audited financial
statements upon request.

Distributions to Unitholders

  The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
receiving distributions only after such person becomes a Record Owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker/dealer. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay expenses will be distributed on the last day of each month
if the amount available for distribution equals at least $1.00 per 100 Units
("Capital Distribution Dates") to Unitholders of record on the fifteenth day
of each applicable month ("Capital Record Dates"). The Trustee is not required
to pay interest on funds held in the Capital Account of a Trust (but may
itself earn interest thereon and therefore benefit from the use of such
funds). A Unitholder's pro rata portion of the Capital Account, less expenses,
will be distributed as part of the final liquidation distribution.

  It is anticipated that the deferred sales charge will be collected from the
Capital Account of the Trusts and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. To the extent that
amounts in the Capital Account are insufficient to satisfy the then current

                                      16
<PAGE>

deferred sales charge obligation, Securities may be sold to meet such
shortfall. Distributions of amounts necessary to pay the deferred portion of
the sales charge will be made to an account designated by the Sponsor for
purposes of satisfying a Unitholder's deferred sales charge obligations.

  Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the Unitholder's tax
identification number in the manner required by such regulations. Any amount
so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when filing a tax
return. Under normal circumstances, the Trustee obtains the Unitholder's tax
identification number from the selling broker. However, a Unitholder should
examine his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order to avoid this
possible "back-up withholding." In the event the Trustee has not been
previously provided such number, one should be provided as soon as possible.

  Within a reasonable time after a Trust is terminated, each Unitholder who is
not a Rollover Unitholder will, upon surrender of his Units for redemption,
receive (i) the pro rata share of the amounts realized upon the disposition of
Securities, unless he or she elects an In-Kind Distribution as described under
"REDEMPTION" and (ii) a pro rata share of any other assets of such Trust, less
expenses of such Trust.

  The Trustee will credit to the Income Account of a Trust any dividends
received on the Securities therein. All other receipts (e.g., return of
capital, etc.) are credited to the Capital Account of a Trust.

  The Trustee may establish reserves (the "Reserve Account") within a Trust
for state and local taxes, if any, and any governmental charges payable out of
such Trust.

  Distribution Reinvestment. Any Unitholder may elect to have each
distribution on Units, other than the final liquidating distribution in
connection with the termination of a Trust, automatically reinvested in
additional 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 reinvestment 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. Notification to the Trustee must be received within one year after the
Initial Date of Deposit. So long as the election is received by the Trustee at
least 10 days prior to the Record Date for a given distribution, each
subsequent distribution of income and/or capital, as selected by the
Unitholder, will be automatically applied by the Trustee to purchase
additional Units of a Trust. 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

                                      17
<PAGE>

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.

  In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trusts.

Unit Value and Evaluation

  The value of a Trust is determined by the Trustee on the basis of (1) the
cash on hand in the Trust other than cash deposited in the Trust to purchase
Securities at the Evaluation Time not applied to the purchase of such
Securities; (2) the aggregate value of the Securities held in the Trust, as
determined by the Evaluator on the basis of the aggregate underlying value of
the Securities in the Trust next computed; (3) dividends receivable on the
Securities trading ex-dividend as of the date of computation; and (4) all
other assets of the Trust; and deducting therefrom: (1) amounts representing
any applicable taxes or governmental charges and amounts due the Sponsor or
Trustee for indemnification or extraordinary expenses payable out of such
Trust for which no deductions had been made for the purpose of additions to
the Reserve Account; (2) any amounts owing to the Trustee for its advances;
(3) an amount representing estimated accrued expenses of the Trust, including,
but not limited to, unpaid fees and expenses of the Trustee (including legal
fees) and the Sponsor; (4) amounts representing unpaid organization costs; (5)
cash held for distribution to Unitholders of record of the Trust or for
redemption of tendered Units as of the business day prior to the evaluation
being made; and (6) other liabilities incurred by the Trust. The result of
such computation is divided by the number of Units of such Trust outstanding
as of the date thereof and rounded to the nearest cent to determine the per
Unit value ("Unit Value") of such Trust. The Trustee may determine the
aggregate value of the Securities in the Trust in the following manner: if the
Securities are listed on a 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 or on 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 at the Evaluation Time (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 (ask prices for primary market purchases) are
unavailable, the evaluation is generally determined (a) on the basis of
current bid prices (ask prices for primary market purchases) for comparable
securities, (b) by appraising the value of the Securities on the bid side (ask
side for primary market purchases) 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

                                      18
<PAGE>

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.

  The Sponsor plans to allow a discount to brokers and dealers in connection
with the distribution of Units. The amounts of such discounts are set forth in
Part A of this Prospectus.

  The Sponsor may maintain a secondary market for Units of each Trust. See
"MARKET FOR UNITS."

  The Sponsor reserves the right to change the amount of the dealer
concessions set forth in Part A of this Prospectus from time to time.

  For Units purchased during the initial offering period by Unitholders who
utilize redemption or termination proceeds from other Nuveen-sponsored unit
investment trusts and receive the sales charge applicable for "Rollover
Purchases" as described in Part A of the Prospectus, dealers are entitled to
receive the concession applicable for "Rollover Purchases" as provided in Part
A of the Prospectus.

  Initially, for Nuveen Five-Year Sector Portfolios, Nuveen Five-Year Legacy
Portfolios and Arvest Regional ImpactTM Portfolios, the Sponsor plans to allow
a concession to selling dealers in the secondary market of 3.5% of the Public
Offering Price for non-breakpoint purchases of Units in a given transaction.
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Wrap
Account Purchases and to other investors entitled to the sales charge
reduction applicable for Wrap Account Purchases as provided in "PUBLIC
OFFERING PRICE", as shown below. Commencing with the last day of the month
following the end of the deferred sales charge period, the concession will be
65% of the then current maximum sales charge at the appropriate breakpoint
level.

<TABLE>
<CAPTION>
                                                                           %
                                                                        Discount
                               Number of Units*                         per Unit
                               ----------------                         --------
        <S>                                                             <C>
        Less than 5,000................................................   3.50
        5,000 to 9,999.................................................   3.25
        10,000 to 24,999...............................................   3.00
        25,000 to 49,999...............................................   2.50
        50,000 to 99,999...............................................   1.50
        100,000 or more................................................   0.75
        Wrap Account Purchases.........................................   0.00
</TABLE>
            --------
            * Sales charge reductions are computed both on a
              dollar basis and on the basis of the number of
              Units purchased, using the equivalent of 5,000
              Units to $50,000, 10,000 Units to $100,000 etc.,
              and will be applied on that basis which is more
              favorable to you and may result in a reduction in
              the discount per Unit.


                                      19
<PAGE>

  Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of the Nuveen--The Dow 5SM Portfolios and Nuveen--The
Dow 10SM Portfolios sold in the primary market from January 3, 2000 through
December 31, 2000 (the "Incentive Period"), as set forth in the table below.
Eligible Dealer Firms are dealers that are providing marketing support for
Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2)
providing Nuveen representatives access to the dealer's branch offices, and 3)
generally facilitating the placement of orders by the dealer's registered
representatives such as putting Nuveen unit trusts on their order entry
screens. Eligible Dealer Firms will not include firms that solely provide
clearing services to broker/dealer firms. For firms that meet the necessary
volume level, volume incentives may be given on all trades involving the
applicable trusts originated from or by that firm during such trusts' primary
offering period.

<TABLE>
<CAPTION>
     Total dollar amount sold
      over Incentive Period                        Volume Incentive
   ----------------------------  ----------------------------------------------------
   <S>                           <C>
   $ 10,000,000 to $ 49,999,999  0.10% on sales up to $49,999,999
   $ 50,000,000 to $ 99,999,999  0.15% on sales between $50,000,000 and $99,999,999
   $100,000,000 to $199,999,999  0.20% on sales between $100,000,000 and $199,999,999
   $200,000,000 or more          0.25% on sales over $200,000,000
</TABLE>

  In addition, volume incentives can be earned as a marketing allowance by
Eligible Dealer Firms who reach cumulative firm sales or sales arrangement
levels of a specified dollar amount of Nuveen unit trusts (other than any
series of the Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM
Portfolios) sold in the primary or secondary market during any quarter as set
forth in the table below. For purposes of determining the applicable volume
incentive rate for a given quarter, the dollar amount of all units sold over
the current and three previous quarters (the "Measuring Period") is
aggregated. The volume incentive received by the dealer firm will equal the
dollar amount of units sold during the current quarter times the highest
applicable rate for the Measuring Period. For firms that meet the necessary
volume level, volume incentives may be given on all applicable trades
originated from or by that firm.

<TABLE>
<CAPTION>
    Total dollar amount sold
     over Measuring Period                            Volume Incentive
   --------------------------                 --------------------------------
   <S>                                        <C>
   $ 5,000,000 to $ 9,999,999                 0.10% of current quarter sales
   $10,000,000 to $19,999,999                 0.125% of current quarter sales
   $20,000,000 to $49,999,999                 0.1375% of current quarter sales
   $50,000,000 or more                        0.15% of current quarter sales
</TABLE>

  Notwithstanding the foregoing, Merrill Lynch is not eligible to receive the
above volume incentives for sales of the Nuveen 15-Month Wireless Portfolios.
Instead, Merrill Lynch will receive, in addition to the dealer concessions
provided in Part A of the Prospectus, 0.20% of the Public Offering Price for
the Units of the Nuveen 15-Month Wireless Portfolios it sells. 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.")

                                      20
<PAGE>

Ownership and Transfer of Units

  The ownership of Units is evidenced by registered Certificates unless the
Unitholder expressly requests that ownership be evidenced by a book entry
position recorded on the books and records of the Trustee. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee the
Certificate along with a written request that the Units represented by such
Certificate be held in book entry form. Likewise, a Unitholder who holds Units
in book entry form may obtain a Certificate for such Units by written request
to the Trustee. Units may be held in denominations of one Unit or any multiple
or fraction thereof. Fractions of Units are computed to three decimal places.
Any Certificates issued will be numbered serially for identification, and are
issued in fully registered form, transferable only on the books of the Trustee.
Book entry Unitholders will receive a Book Entry Position Confirmation
reflecting their ownership.

  Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by Certificate(s), by presenting and surrendering such
Certificate(s) to the Trustee, The Chase Manhattan Bank, at 4 New York Plaza,
New York, NY 10004-2413, properly endorsed or accompanied by a written
instrument or instruments of transfer. The Certificate(s) should be sent
registered or certified mail for the protection of the Unitholders. Each
Unitholder must sign such written request, and such Certificate(s) or transfer
instrument, exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) the Book Entry Position
Confirmation(s) relating to the Units to be transferred. Such signature(s) must
be guaranteed by a guarantor acceptable to the Trustee. In certain instances
the Trustee may require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or administrator
or certificates of corporate authority. Mutilated Certificates must be
surrendered to the Trustee in order for a replacement Certificate to be issued.
Although at the date hereof no charge is made and none is contemplated, a
Unitholder may be required to pay $2.00 to the Trustee for each Certificate
reissued or transfer of Units requested and to pay any governmental charge
which may be imposed in connection therewith.

Replacement of Lost, Stolen or Destroyed Certificates

  To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of Indemnification.
The premium for such an indemnity bond may vary, but currently amounts to 1% of
the market value of the Units represented by the Certificate. In the case
however, of a Trust as to which notice of termination has been given, the
premium currently amounts to 0.5% of the market value of the Units represented
by such Certificate.

Redemption

  Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position Confirmation)
to the Trustee at 4 New York Plaza, New York NY 10004-2413 (redemptions of
1,000 Units or more will require a signature guarantee), (2) in the case of
Units evidenced by a Certificate, by also tendering such Certificate to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signatures guaranteed as explained above, or provide satisfactory indemnity
required in connection with lost, stolen or destroyed Certificates and (3)
payment of applicable governmental charges, if any. Certificates should be sent
only by registered or certified mail to minimize the possibility of their being
lost or stolen. (See "OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will
be charged. A Unitholder may authorize the Trustee to honor telephone
instructions for the redemption of Units held in book entry form. Units
represented by Certificates may not be redeemed by telephone. The proceeds of
Units redeemed by telephone will be

                                       21
<PAGE>

sent by check either to the Unitholder at the address specified on his account
or to a financial institution specified by the Unitholder for credit to the
account of the Unitholder. A Unitholder wishing to use this method of
redemption must complete a Telephone Redemption Authorization Form and furnish
the Form to the Trustee. Telephone Redemption Authorization Forms can be
obtained from a Unitholder's registered representative or by calling the
Trustee. Once the completed Form is on file, the Trustee will honor telephone
redemption requests by any authorized person. The time a telephone redemption
request is received determines the "date of tender" as discussed below. The
redemption proceeds will be mailed within three business days following the
telephone redemption request. Only Units held in the name of individuals may
be redeemed by telephone; accounts registered in broker name, or accounts of
corporations or fiduciaries (including among others, trustees, guardians,
executors and administrators) may not use the telephone redemption privilege.

  On the third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern
time, or as of any earlier closing time on a day on which the Exchange is
scheduled in advance to close at such earlier time, on the date of tender as
defined hereafter ("Redemption Price"). During the period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus. The price received upon redemption may
be more or less than the amount paid by the Unitholder depending on the value
of the Securities on the date of tender. Units subject to a deferred sales
charge which are tendered for redemption prior to such time as the entire
deferred sales charge on such Units has been collected will be assessed the
amount of the remaining deferred sales charge at the time of redemption. In
addition, in the event of the death of a Unitholder within the one-year period
prior to redemption, any deferred sales charge remaining at the time of
redemption shall be waived. Unitholders should check with the Trustee or their
broker to determine the Redemption Price before tendering Units.

  The "date of tender" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that a
redemption request received after 4:00 p.m. eastern time, or as of any earlier
closing time on a day on which the Exchange is scheduled in advance to close
at such earlier time, or on any day on which the Exchange is normally closed,
the date of tender is the next day on which such Exchange is normally open for
trading and such request will be deemed to have been made on such day and the
redemption will be effected at the Redemption Price computed on that day.

  If so provided in Part A of the Prospectus, any Unitholder tendering at
least 1,000 Units of a Trust for redemption or whose Units are worth $10,000
may request by written notice submitted at the time of tender from the
Trustee, in lieu of a cash redemption, a distribution of shares of Securities
in an amount and value of Securities per Unit equal to the Redemption Price
Per Unit, as determined as of the evaluation next following tender. In-kind
distributions ("In-Kind Distributions") shall be made by the Trustee through
the distribution of each of the Securities in book-entry form to the account
of the Unitholder's bank or broker/dealer at the Depository Trust Company. An
In-Kind Distribution will be reduced by customary transfer and registration
charges. The tendering Unitholder will receive his pro rata number of whole
shares of each of the Securities comprising a portfolio and cash from the
Capital Account equal to the fractional shares to which the tendering
Unitholder is entitled. The Trustee may adjust the number of shares of any
issue of Securities included in a Unitholder's In-Kind Distribution to
facilitate the distribution of whole shares, such adjustment to be made on the
basis of the value of Securities on the date of tender. If funds in the
Capital Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee may sell Securities in the manner
described below. In-Kind distributions are not available for foreign
securities traded on a non-U.S. securities exchange.

                                      22
<PAGE>

  Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.

  Any amounts paid on redemption representing income shall be withdrawn from
the Income Account of a Trust to the extent that funds are available for such
purpose, or from the Capital Account. All other amounts paid on redemption
shall be withdrawn from the Capital Account.

  The Trustee is empowered to sell Securities of the Trust in order to make
funds available for redemption. To the extent that Securities are sold, the
size and diversity of the Trust will be reduced. Such sales may be required at
a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized.

  The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of the Trust as of the Evaluation Time. After
the period ending with the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period, the Redemption Price will
not include estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus. See "UNIT VALUE AND EVALUATION" for a
more detailed discussion of the factors included in determining Unit Value.
The Redemption Price per Unit will be assessed the amount, if any, of the
remaining deferred sales charge at the time of redemption.

  The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which the Securities and
Exchange Commission determines that trading on the New York Stock Exchange is
restricted or any emergency exists, as a result of which disposal or
evaluation of the Securities is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit. Under
certain extreme circumstances, the Sponsor may apply to the Securities and
Exchange Commission for an order permitting a full or partial suspension of
the right of Unitholders to redeem their Units. The Trustee is not liable to
any person in any way for any loss or damage which may result from any such
suspension or postponement.

Special Redemption, Liquidation and Investment in a New Trust

  If so provided in Part A of the Prospectus for applicable Strategy Trusts,
it is expected that a special redemption and liquidation will be made of all
Units of a Trust held by any Unitholder (a "Rollover Unitholder") who
affirmatively notifies the Trustee in writing by the appropriate Rollover
Notification Date specified in "Rollover Trusts" in Part A of this Prospectus
that he or she desires to participate as a Rollover Unitholder.

  All Units of Rollover Unitholders will be redeemed In-Kind during the
appropriate Special Redemption and Liquidation Period as determined by the
Sponsor and the underlying Securities will be distributed to the Distribution
Agent (currently the Trustee) on behalf of the Rollover Unitholders. During
the Special Redemption and Liquidation Period (as set forth in "Rollover
Trusts" in Part A of the Prospectus), the Distribution Agent will be required
to sell all of the underlying Securities on behalf of Rollover Unitholders.
The sales proceeds will be net of brokerage fees, governmental charges or any
expenses involved in the sales.

                                      23
<PAGE>

  The Distribution Agent may engage the Sponsor, as its agent, or other brokers
to sell the distributed Securities. The Securities will be sold as quickly as
is practicable during the appropriate Special Redemption and Liquidation
Period. The Sponsor does not anticipate that the period will be longer than one
or two days, given that the Securities are usually highly liquid. The liquidity
of any Security depends on the daily trading volume of the Security and the
amount that the Sponsor has available for sale on any particular day.

  The Rollover Unitholders' proceeds will be invested in a New Trust or a trust
with a similar investment strategy (as selected by the Unitholder), if then
registered and being offered. The proceeds of redemption will be used to buy
New Trust units as the proceeds become available. Any Rollover Unitholder may
thus be redeemed out of a Trust and become a holder of an entirely different
trust, a New Trust, with a different portfolio of Securities. In accordance
with the Rollover Unitholders' offer to purchase the New Trust units, the
proceeds of the sales (and any other cash distributed upon redemption) are
expected to be invested in a New Trust, at the public offering price, including
the applicable sales charge per Unit specified in Part A of that trust's
Prospectus.

  The Sponsor intends to create the New Trust units as quickly as possible,
depending upon the availability and reasonably favorable prices of the
Securities included in a New Trust portfolio, and it is intended that Rollover
Unitholders will be given first priority to purchase the New Trust units. The
Sponsor may also permit Rollover Unitholders to elect to have their proceeds
invested in a trust with a similar investment strategy, if such trust is then
registered in the Unitholder's state of residence and being offered. There can
be no assurance, however, as to the exact timing of the creation of the New
Trust units or the aggregate number of New Trust units which the Sponsor will
create. The Sponsor may, in its sole discretion, stop creating new units
(whether permanently or temporarily) at any time it chooses, regardless of
whether all proceeds of the Special Redemption and Liquidation have been
invested on behalf of Rollover Unitholders. Cash which has not been invested on
behalf of the Rollover Unitholders in New Trust units will be distributed
within a reasonable time after such occurrence. However, since the Sponsor can
create units, the Sponsor anticipates that sufficient units can be created,
although moneys in a New Trust may not be fully invested on the next business
day.

  The process of redemption, liquidation, and investment in a New Trust is
intended to allow for the fact that the portfolios selected by the Sponsor are
chosen on the basis of growth potential only for the life of the Trust, at
which point a new portfolio is chosen. A similar process of redemption,
liquidation and investment in a New Trust may be available prior to the
Mandatory Termination Date of the Trust.

  It should also be noted that Rollover Unitholders may realize taxable capital
gains on the Special Redemption and Liquidation but, in certain circumstances,
will not be entitled to a deduction for certain capital losses and, due to the
procedures for investing in a New Trust, no cash would be distributed at that
time to pay any taxes. Included in the cash for the Special Redemption and
Liquidation may be an amount of cash attributable to a Unitholder's final
distribution of dividend income; accordingly, Rollover Unitholders also will
not have cash from this source distributed to pay any taxes. (See "TAX
STATUS.") Recently, legislation has been enacted that reduces the maximum
stated marginal tax rate for certain capital gains for investments held for
more than 1 year to 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Potential investors should consult their tax advisors regarding the
potential effect of the Act on their investment in Units. In addition, it
should be noted that legislative proposals are introduced from time to time
that affect tax rates and could affect relative differences at which ordinary
income and capital gains are taxed.

  In addition, during this period a Unitholder will be at risk to the extent
that Securities are not sold and will not have the benefit of any stock
appreciation to the extent that moneys have not been

                                       24
<PAGE>

invested; for this reason, the Sponsor will be inclined to sell and purchase
the Securities in as short a period as it can without materially adversely
affecting the price of the Securities.

  Unitholders who do not inform the Distribution Agent that they wish to have
their Units so redeemed and liquidated ("Remaining Unitholders") will not
realize capital gains or losses due to the Special Redemption and Liquidation,
and will not be charged any additional sales charge.

  The Sponsor may for any reason, in its sole discretion, decide not to
sponsor the New Trusts or any subsequent series of the Trusts, without penalty
or incurring liability to any Unitholder. If the Sponsor so decides, the
Sponsor shall notify the Unitholders before the appropriate Special Redemption
and Liquidation Period. All Unitholders will then be remaining Unitholders,
with rights to ordinary redemption as before. (See "REDEMPTION.") The Sponsor
may modify the terms of the New Trusts or any subsequent series of the Trusts.
The Sponsor may also modify, suspend or terminate the Rollover Option or any
exchange option without notice except in certain limited circumstances.
However, generally, the termination of the Rollover Option or an exchange
option or a material amendment to such options requires notice of at least 60
days prior to the effective date of such termination or amendment.

Purchase of Units by the Sponsor

  The Trustee will notify the Sponsor of any tender of Units for redemption.
If the Sponsor's bid in the secondary market at that time equals or exceeds
the Redemption Price it may purchase such Units by notifying the Trustee
before the close of business on the second succeeding business day and by
making payment therefor to the Unitholder not later than the day on which
payment would otherwise have been made by the Trustee. (See "REDEMPTION.") The
Sponsor's current practice is to bid at the Redemption Price in the secondary
market. Units held by the Sponsor may be tendered to the Trustee for
redemption as any other Units.

Removal of Securities from the Trusts

  The portfolios of the Trusts are not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may (but
need not) direct the Trustee to dispose of a Security in the following
circumstances: (1) the issuer defaults in the payment of a dividend that has
been declared and is due and payable; (2) any action or proceeding has been
instituted restraining the payment of dividends or there exists any legal
question or impediment affecting such Security; (3) the issuer of the Security
has breached a covenant or warranty which would affect the payments of
dividends, the credit standing of the issuer or otherwise impair the sound
investment character of the Security; (4) the issuer has defaulted on the
payment on any other of its outstanding obligations; (5) the price of the
Security declined to such an extent or other such credit factors exist so that
in the opinion of the Sponsor, the retention of such Securities would be
detrimental to a Trust; (6) all Securities in the Trust will be sold pursuant
to the Trust's termination; (7) the sale of Securities is required when Units
are tendered for redemption; (8) the sale of Securities is necessary to
maintain the Trust as a "regulated investment company" if the Trust has made
such election; (9) there has been a public tender offer made to a Security or
a merger or acquisition is announced affecting a Security, and that in the
Sponsor's opinion the sale or tender of the Security is in the best interest
of Unitholders; or (10) for such other reasons provided in the Prospectus or
the Indenture. Except as stated in this Prospectus, the acquisition by a Trust
of any securities or other property other than the Securities is prohibited.
Pursuant to the Indenture and with limited exceptions, the Trustee may sell
any securities or other property acquired in exchange for Securities such as
those acquired in connection with a merger or other transaction. If offered
such new or exchanged securities or properties, the Trustee shall reject the
offer. However, in the event such securities or property are nonetheless
acquired by a Trust, they may be accepted for deposit in a Trust and either
sold by the Trustee or held in a Trust pursuant to the direction of the
Sponsor. Proceeds from the sale of Securities by the Trustee are credited to
the Capital Account of a Trust for distribution to Unitholders or to meet
redemptions.

                                      25
<PAGE>

  The Trustee may also sell Securities designated by the Sponsor, or if not so
directed, in its own discretion, for the purpose of redeeming Units of a Trust
tendered for redemption and the payment of expenses.

  The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities. To the extent this is not practicable, the composition and
diversity of the Securities may be altered. In order to obtain the best price
for a Trust, it may be necessary for the Sponsor to specify minimum amounts
(generally 100 shares) in which blocks of Securities are to be sold. The
Sponsor may consider sales of Units of unit investment trusts which it sponsors
in making recommendations to the Trustee as to the selection of broker/dealers
to execute a Trust's portfolio transactions.

Information about the Trustee

  The Trustee is The Chase Manhattan Bank. Its address is 4 New York Plaza, New
York, NY 10004-2413. The Trustee is subject to supervision and examination by
the Federal Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System and either the Comptroller of the Currency or state
banking authorities.

Limitations on Liabilities of Sponsor and Trustee

  The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their
own negligence, lack of good faith or willful misconduct. The Trustee shall not
be liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Securities. In the event of the failure of the Sponsor to
act under the Indenture, the Trustee may act thereunder and shall not be liable
for any action taken by it in good faith under the Indenture.

  The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of any Trust which
the Trustee may be required to pay under any present or future law of the
United States of America or of any other taxing authority having jurisdiction.
In addition, the Indenture contains other customary provisions limiting the
liability of the Trustee.

Successor Trustees and Sponsors

  The Trustee or any successor trustee may resign by executing an instrument of
resignation in writing and filing same with the Sponsor and mailing a copy of a
notice of resignation to all Unitholders then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or
a receiver or other public officer shall take charge of its property or
affairs, the Sponsor may remove the Trustee and appoint a successor by written
instrument. The resignation or removal of a trustee and the appointment of a
successor trustee shall become effective only when the successor trustee
accepts its appointment as such. Any successor trustee shall be a corporation
authorized to exercise corporate trust powers, having capital, surplus and
undivided profits of not less than $5,000,000. Any corporation into which a
trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which a trustee shall be a party,
shall be the successor trustee.

  If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring
trustee may apply to a court of competent jurisdiction for the appointment of a
successor.

  If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.


                                       26
<PAGE>

Information about the Sponsor

  Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for 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).

  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.

  In advertising and sales literature, the Sponsor may provide or compare the
performance of a given investment strategy, sector trust, 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 or beta of the index, investment or strategy
returns for any period. The calculation of standard deviation is sometimes
referred to as the "Sharpe measure" of return.

Information about the Evaluator

  The Trustee will serve as Evaluator of the Trusts. For the Sector Trusts, the
Sponsor intends to replace the Trustee as Evaluator during the life of the
Trusts.

  The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If

                                       27
<PAGE>

upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.

  The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Indenture shall be made in good faith
upon the basis of the best information available to it, provided, however, that
the Evaluator shall be under no liability to the Trustee, Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

FORTUNE License Agreement

  The Nuveen-FORTUNE America's Most Admired Companies Portfolio (the "Product")
is not sponsored, endorsed, sold or promoted by FORTUNE Magazine ("Fortune").
Fortune makes no representation or warranty, express or implied, to the owners
of the Product or any member of the public regarding the advisability of
investing in securities generally or in the Product particularly. Fortune's
only relationship to the Licensee is the licensing of certain trademarks and
trade names of Fortune and the America's Most Admired Companies list. This list
is determined and composed by Fortune without regard to the Licensee or the
Product. Fortune has no obligation to take the needs of the Licensee or the
owners of the Product into consideration in determining, composing or
calculating the Fortune Most Admired Companies list. Fortune is not responsible
for and has not participated in the determination of the prices and amount of
the Product or the timing of the issuance or sale of the Product or in the
determination or calculation of the equation by which the Product is to be
converted into cash. Fortune has no obligation or liability in connection with
the administration, marketing or trading of the Product.

  FORTUNE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE AMERICA'S MOST ADMIRED COMPANIES LIST. FORTUNE MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE AMERICA'S MOST
ADMIRED COMPANIES LIST. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL FORTUNE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.

Other Information

Amendment of Indenture

  The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or (2)
to make such other provisions as shall not adversely affect the Unitholders,
provided, however, that the Indenture may not be amended, without the consent
of 100% of the Unitholders, to permit the deposit or acquisition of securities
either in addition to, or in substitution for any of the Securities initially
deposited in any Trust except as stated in "COMPOSITION OF TRUSTS" regarding
the creation of additional Units and the limited right of substitution of
Replacement Securities, except for the substitution of refunding securities
under certain circumstances or except as otherwise provided in this Prospectus.
The Trustee shall advise the Unitholders of any amendment requiring the consent
of Unitholders, or upon request of the Sponsor, promptly after execution
thereof.


                                       28
<PAGE>

Termination of Indenture

  The Trust may be liquidated at any time by an instrument executed by the
Sponsor and consented to by 66 2/3% of the Units of the Trust then outstanding.
The Trust may also be liquidated by the Trustee when the value of such Trust,
as shown by any evaluation, is less than 20% of the total value of the
Securities deposited in the Trust as of the conclusion of the primary offering
period and may be liquidated by the Trustee in the event that Units not yet
sold aggregating more than 60% of the Units originally created are tendered for
redemption by the Sponsor. The sale of Securities from the Trust upon
termination may result in realization of a lesser amount than might otherwise
be realized if such sale were not required at such time. For this reason, among
others, the amount realized by a Unitholder upon termination may be less than
the amount of Securities originally represented by the Units held by such
Unitholder. The Indenture will terminate upon the redemption, sale or other
disposition of the last Security held thereunder, but in no event shall it
continue beyond the Mandatory Termination Date set forth under "General
Information--Termination" in Part A of this Prospectus.

  Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of a Trust. The Sponsor will determine
the manner, timing and execution of the sale of the Securities. Written notice
of the termination of a Trust specifying the time or times at which Unitholders
may surrender their certificates for cancellation shall be given by the Trustee
to each Unitholder at his address appearing on the registration books of such
Trust maintained by the Trustee. Unitholders not electing a distribution of
shares of Securities and who do not elect the Rollover Option (if applicable)
will receive a cash distribution from the sale of the remaining Securities
within a reasonable time after the Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the funds of a Trust any
accrued costs, expenses, advances or indemnities provided by the Indenture,
including estimated compensation of the Trustee and costs of liquidation and
any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Trustee will then distribute to each
Unitholder his pro rata share of the balance of the Income and Capital
Accounts.

Legal Opinion

  The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for the
Trustee with respect to the Series.

Auditors

  The "Statement of Condition" and "Schedule of Investments" at the Initial
Date of Deposit included in Part A of this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report in Part A of this Prospectus, and are included herein in reliance upon
the authority of said firm as experts in giving said report.

Code of Ethics

The Sponsor and the Trusts have adopted a code of ethics requiring the
Sponsor'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 respect 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.

                                       29
<PAGE>


[LOGO NUVEEN DEFINED PORTFOLIOS]
                            NUVEEN EQUITY PORTFOLIO
                              PROSPECTUS -- PART B

                               June 6, 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
Trusts filed with the Securities and Exchange Commission in Washington, DC
under 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 Public
Reference 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 prescribed 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 a
Trust 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
reinvest 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

                                  June 6, 2000

                         NUVEEN UNIT TRUSTS, SERIES 95

     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 June 6, 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

                                      -3-

<PAGE>


     Nuveen Flagship Pennsylvania Municipal Bond Fund
     Nuveen Flagship Virginia Municipal Bond Fund

Nuveen Flagship Multistate Trust II

     Nuveen California Municipal Bond Fund
     Nuveen California Insured Municipal Bond Fund
     Nuveen Flagship Connecticut Municipal Bond Fund
     Nuveen Massachusetts Municipal Bond Fund
     Nuveen Massachusetts Insured Municipal Bond Fund
     Nuveen Flagship New Jersey Municipal Bond Fund
     Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
     Nuveen Flagship New York Municipal Bond Fund
     Nuveen New York Insured Municipal Bond Fund

Nuveen Flagship Multistate Trust III

     Nuveen Flagship Alabama Municipal Bond Fund
     Nuveen Flagship Georgia Municipal Bond Fund
     Nuveen Flagship Louisiana Municipal Bond Fund
     Nuveen Flagship North Carolina Municipal Bond Fund
     Nuveen Flagship South Carolina Municipal Bond Fund
     Nuveen Flagship Tennessee Municipal Bond Fund

Nuveen Flagship Multistate Trust IV

     Nuveen Flagship Kansas Municipal Bond Fund
     Nuveen Flagship Kentucky Municipal Bond Fund
     Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
     Nuveen Flagship Michigan Municipal Bond Fund
     Nuveen Flagship Missouri Municipal Bond Fund
     Nuveen Flagship Ohio Municipal Bond Fund
     Nuveen Flagship Wisconsin Municipal Bond Fund

Flagship Utility Income Fund

Nuveen Municipal Money Market Fund, Inc.

Nuveen Taxable Funds, Inc.

Nuveen Dividend and Growth Fund

Nuveen Investment Trust

     Nuveen Growth and Income Stock Fund
     Nuveen Balanced Stock and Bond Fund
     Nuveen Balanced Municipal and Stock Fund
     Nuveen European Value Fund

Nuveen Investment Trust II

     Nuveen Rittenhouse Growth Fund
     Nuveen 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


                                      -4-

<PAGE>


     Nuveen New York Tax-Free Money Market Fund
     Nuveen Tax-Free Reserves, Inc.
     Nuveen Tax-Exempt Money Market Fund, Inc.

     Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may elect any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("Business Day") if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.

     The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital used to purchase shares
of an Accumulation Fund will be separately confirmed by the Transfer Agent.
Unitholders will also receive distribution statements from the Trustee detailing
the amounts transferred to their Accumulation Fund accounts.

     Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and dividends or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.

                         INFORMATION ABOUT THE SPONSOR

     Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for 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.



                                      -5-

<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., 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 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).

     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, American Depositary Receipts and GDRs, Global Depositary Receipts,
represent common stock deposited with a custodian in a depositary. American
Depositary Receipts and Global Depositary Receipts (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 the application 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")) established fixed conversion
rates between their existing sovereign currencies and the euro. On such date the
euro became the official currency of these eleven countries. As of January 1,
1999, the participating countries 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, is 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 a
Trust.

     Bandwidth, Wireless and Fiber Optics Sector Portfolios. An investment in
Units of the Bandwidth, Wireless and Fiber Optics Sector Portfolios should be
made with an understanding of the problems and risks inherent in the
communications, bandwidth, wireless and fiber optics sectors in general.

     The market for high-technology communications products and services is
characterized by rapidly changing technology, intense competition, rapid product
and service obsolescence, cyclical market patterns, 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 and services. 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 affect 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.

     Certain of the companies represented in the Trust are engaged in fierce
competition for a share of the market of their products. Due to the competitive
pressures, the stocks of these companies are subject to rapid price volatility.
Also, the communications industry is generally subject to governmental
regulation. However, as market forces develop, the government is expected to
continue to deregulate the communications industry, further promoting vigorous
economic competition and resulting in the rapid development of new
communications technologies.

     Many communications companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. The above factors could
adversely affect the value of the Trusts' Units.

     Internet Sector Portfolios. An investment in Units of the Internet Sector
Portfolios should be made with an understanding of the problems and risks
inherent in the Internet and technology sectors in general.

     Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, 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 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,
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 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 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
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 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 technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The adoption of
any such laws could have a material adverse impact on the Securities in a Trust.
The above factors could adversely affect the value of a Trust's Units.

     Pharmaceutical, Genomes and Biotechnology Sector Portfolios. An investment
in Units of the Pharmaceutical, Genomes and Biotechnology Sector Portfolios
should be made with an understanding of the characteristics of the
pharmaceutical and medical technology industries and the risks which such
investment may entail.

     Pharmaceutical and Biotechnology companies are companies involved in drug
development and production services. Such companies have potential risks unique
to their sector of the healthcare field. Such companies are subject to
governmental regulation of their products and services, a factor which could
have a significant and possibly unfavorable effect on the price and availability
of such products or services. Furthermore, such companies face the risk of
increasing competition from generic drug sales, the termination of their patent
protection for drug products and the risk that technological advances will
render their products or services obsolete. The research and development costs
of bringing a drug to market are substantial and include lengthy governmental
review processes, with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products for
several years. Such companies may also have persistent losses during a new
product's transition from development to production, and revenue patterns may be
erratic.

     As the population of the United States ages, the companies involved in the
pharmaceutical and biotechnology fields will continue to search for and develop
new products through advanced technologies and diagnostics. On a worldwide
basis, such companies are involved in the development and distribution of drugs,
vaccines and medical technology. These activities may make the pharmaceutical
and biotechnology sectors very attractive for investors seeking the potential
for growth in their investment portfolio. However, there are no assurances that
the Trust's objectives will be met.

     Legislative proposals concerning healthcare are considered from time to
time. These proposals span a wide range of topics, including cost and price
controls (which might include a freeze on the prices of prescription drugs),
national health insurance, incentives for competition in the provision of
healthcare services, tax incentives and penalties related to healthcare
insurance premiums and promotion of pre-paid healthcare plans. The Sponsor is
unable to predict the effect of any of these proposals, if enacted, on the
issuers of Securities in a Trust.

     Energy and Fuel Cell Sector Portfolios. An investment in units of
the Energy Sector and Fuel Cell Sector Portfolios should be made with and
understanding of the problems and risks such as an investment may entail.

     The Energy and Fuel Cell Sector Portfolios invest in Securities of
companies involved in the energy and alternative power industries. The business
activities of companies held in these industries may include: production,
generation, transmission, marketing, control, or measurement of energy or energy
fuels; providing component parts or services to companies engaged in the above
activities; energy research or experimentation; and environmental activities
related to the solution of energy problems, such as energy conservation and
pollution control.

     The securities of many companies in the energy field are subject to changes
in value and dividend yield which depend, to a large extent, on the price and
supply of energy fuels. Swift price and supply fluctuations may be caused by
events relating to international politics, energy conservation, the success of
exploration projects, and tax and other regulatory policies of various
governments. As a result of the foregoing, the Securities in the Energy Sector
Portfolio may be subject to rapid price volatility. The Sponsor is unable to
predict what impact the foregoing factors will have on the Securities during the
life of the Energy Sector Portfolio.

     According to the U.S. Department of Commerce, the factors which will most
likely shape the energy industry include the price and availability of oil from
the Middle East, changes in United States environmental policies and the
continued decline in U.S. production of crude oil. Possible effects of these
factors may be increased U.S. and world dependence on oil from the organization
of Petroleum Exporting Countries ("OPEC") and highly uncertain and potentially
more volatile oil prices. Factors which the Sponsor believes may increase the
profitability of oil and petroleum operations include increasing demand for oil
and petroleum products as a result of the continued increases in annual miles
driven and the improvement in refinery operating margins caused by increased in
average domestic refinery utilization rates. The existence of surplus crude oil
production capacity and the willingness to adjust production levels are the two
principal requirements for stable crude oil markets. Without excess capacity,
supply disruptions in some countries cannot be compensated for by others.
Surplus capacity in Saudi Arabia and a few other countries and the utilization
of that capacity prevented, during the Persian Gulf crisis, and continues to
prevent, severe market disruption. Although unused capacity contributed to
market stability in 1990 and 1991, it ordinarily creates pressure to overproduce
and contributes to market uncertainty. The restoration of a large portion of
Kuwait and Iraq's production and export capacity could lead to such a
development in the absence of substantial growth in world oil demand. Formerly,
OPEC members attempted to exercise control over production levels in each
country through a system of mandatory production quotas. Because of the 1990-
1991 crisis in the Middle East, the mandatory system has since been replaced
with a voluntary system. Production under the new system has had to be curtailed
on at least one occasion as a result of weak prices, even in the absence of
supplies from Kuwait and Iraq. The pressure to deviate from mandatory quotas, if
they are reimposed, is likely to be substantial and could lead to a weakening of
prices. In the longer term, additional capacity and production will be required
to accommodate the expected large increases in world oil demand and to
compensate for expected sharp drops in U.S. crude oil production and exports
from the Soviet Union. Only a few OPEC countries, particularly Saudi Arabia,
have the petroleum reserves that will allow the required increase in production
capacity to be attained. Given the large-scale financing that is required, the
prospect that such expansion will occur soon enough to meet the increased demand
is uncertain.

     Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and unpredictable
supply disruptions. Increasing sensitivity to environmental concerns will also
pose serious challenges to the industry over the coming decade. Refiners are
likely to be required to make heavy capital investments and make major
production adjustments in order to comply with increasingly stringent
environmental legislation, such as the 1990 amendments to the Clean Air Act. If
the cost of these changes is substantial enough to cut deeply into profits,
smaller refiners may be forced out of the industry entirely. Moreover, lower
consumer demand due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively affect
the price of oil and the profitability of oil companies. No assurance can be
given that the demand for or prices of oil will increase or that any increases
will not be marked by great volatility. Some oil companies may incur large
cleanup and litigation costs relating to oil spill and other environmental
damage.

     The Fuel Cell Sector Portfolio includes companies that generate energy
from, manufacture or develop alternative fuels, fuel cells or sub-components
used in the manufacturing of such equipment or power. Companies included in the
alternative power and fuel cell industries must contend with high research and
development costs, the lack of a proven market, technological limitations, high
storage requirements, competition from other power sources, energy conservation
and environmental concerns.

     Financial Services Sector, e-Finance Sector and Glass-Steagall Sector
Portfolios. An investment in Units of the Financial Services Sector, e-Finance
Sector and Glass-Steagall Sector Portfolios should be made with an understanding
of the problems and risks inherent in the bank and financial services sector in
general.

     Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and residential real
estate loans, and competition from new entrants in their fields of business.
Banks and thrifts are highly dependent on net interest margin. Recently, bank
profits have come under pressure as net interest margins have contracted, but
volume gains have been strong in both commercial and consumer products. There is
no certainty that such conditions will continue. Bank and thrift institutions
had received significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and refinancing
activity subsided, this income diminished. Economic conditions in the real
estate markets, which have been weak in the past, can have a substantial effect
upon banks and thrifts and their holding companies are subject to extensive
federal regulation and, when such institutions are state-chartered, to state
regulation as well. Such regulations impose strict capital requirements and
limitations on the nature and extent of business activities that banks and
thrifts may pursue. Furthermore, bank regulators have a wide range of discretion
in connection with their supervisory and enforcement authority and may
substantially restrict the permissible activities of a particular institution if
deemed to pose significant risks to the soundness of such institution or the
safety of the federal deposit insurance fund. Regulatory actions, such as
increases in the minimum capital requirements applicable to banks and thrifts
and increases in deposit insurance premiums required to be paid by banks and
thrifts to the Federal Deposit Insurance Corporation ("FDIC"), can negatively
impact earnings and the ability of a company to pay dividends. Neither federal
insurance of deposits nor governmental regulations, however, insures the
solvency or profitability of banks or their holding companies, or insures
against any risk of investment in the securities issued by such institutions.

     The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have undergone substantial change in
recent years. The recently enacted Gramm-Leach-Bliley Act repealed most of the
barriers set up by the 1933 Glass-Steagall Act which separated the banking,
insurance and securities industries. Now banks, insurance companies and
securities firms can merge to form one-stop financial conglomerates marketing a
wide range of financial service products to investors. This legislation will
likely result in increased merger activity and heightened competition among
existing and new participants in the field. Starting in mid-1997, banks have
been allowed to turn existing banks into branches. Consolidation is likely to
continue. The Securities and Exchange Commission and the Financial Accounting
Standards Board require the expanded use of market value accounting by banks and
have imposed rules requiring market accounting for investment securities held in
trading accounts or available for sale. Adoption of additional such rules may
result in increased volatility in the reported health of the industry, and
mandated regulatory intervention to correct such problems. Additional
legislative and regulatory changes may be forthcoming. In addition, from time to
time the deposit insurance system is reviewed by Congress and federal
regulators, and proposed reforms of that system could, among other things,
further restrict the ways in which deposited moneys can be used by banks or
reduce the dollar amount or number of deposits insured for any depositor. Such
reforms could reduce profitability as investment opportunities available to bank
institutions become more limited and as consumers look for savings vehicles
other than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions, mortgage
banking companies and insurance companies, and increased competition may result
from legislative broadening of regional and national interstate banking powers
as has been recently enacted. Among other benefits, the legislation allows banks
and bank holding companies to acquire across previously prohibited state lines
and to consolidate their various bank subsidiaries into one unit. The Sponsor
makes no prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions might
have on the Trust's portfolio.

     Companies involved in the insurance industry are engaged in underwriting,
reinsuring, selling, distributing or placing of property and casualty, life or
health insurance. Other growth areas within the insurance industry include
brokerage, reciprocals, claims processors and multiline insurance companies.
Insurance company profits are affected by interest rate levels, general economic
conditions, and price and marketing competition. Property and casualty insurance
profits may also be affected by weather catastrophes and other disasters. Life
and health insurance profits may be affected by mortality and morbidity rates.
Individual companies may be exposed to material risks including reserve
inadequacy and the inability to collect from reinsurance carriers. Insurance
companies are subject to extensive governmental regulation, including the
imposition of maximum rate levels, which may not be adequate for some lines of
business. Proposed or potential tax law changes may also adversely affect
insurance companies' policy sales, tax obligations, and profitability. In
addition to the foregoing, profit margins of these companies continue to shrink
due to the commoditization of traditional businesses, new competitors, capital
expenditures on new technology and the pressures to compete globally.

     In addition to the normal risks of business, companies involved in the
insurance industry are subject to significant risk factors, including those
applicable to regulated insurance companies, such as: (i) the inherent
uncertainty in the process of establishing property-liability loss reserves,
particularly reserves for the cost of environmental, asbestos and mass tort
claims, and the fact that ultimate losses could materially exceed established
loss reserves which could have a material adverse effect on results of
operations and financial condition; (ii) the fact that insurance companies have
experienced, and can be expected in the future to experience, catastrophe losses
which could have a material adverse impact on their financial condition, results
of operations and cash flow; (iii) the inherent uncertainty in the process of
establishing property-liability loss reserves due to changes in loss payment
patterns caused by new claims settlement practices; (iv) the need for insurance
companies and their subsidiaries to maintain appropriate levels of statutory
capital and surplus, particularly in light of continuing scrutiny by rating
organizations and state insurance regulatory authorities, and in order to
maintain acceptable financial strength or claims-paying ability rating; (v) the
extensive regulation and supervision to which insurance companies' subsidiaries
are subject, various regulatory initiatives that may affect insurance companies,
and regulatory and other legal actions; (vi) the adverse impact that increases
in interest rates could have on the value of an insurance company's investment
portfolio and on the attractiveness of certain of its products; (vii) the need
to adjust the effective duration of the assets and liabilities of life insurance
operations in order to meet the anticipated cash flow requirements of its
policyholder obligations, and (vii) the uncertainty involved in estimating the
availability of reinsurance and the collectibility of reinsurance recoverables.

     The state insurance regulatory framework has, during recent years, come
under increased federal scrutiny, and certain state legislatures have considered
or enacted laws that alter and, in many cases, increase state authority to
regulate insurance companies and insurance holding company systems. Further, the
National Association of Insurance Commissioners ("NAIC") and state insurance
regulators are re-examining existing laws and regulations, specifically
focusing on insurance companies, interpretations of existing laws and the
development of new laws. In addition, Congress and certain federal agencies have
investigated the condition of the insurance industry in the United States to
determine whether to promulgate additional federal regulations. The Sponsor is
unable to predict whether any state or federal legislation will be enacted to
change the nature or scope of regulation of the insurance industry, or what
effect, if any, such legislation would have on the industry.

     All insurance companies are subject to state laws and regulations that
require diversification of their investment portfolios and limit the amount of
investments in certain investment categories. Failure to comply with these laws
and regulations could cause non-conforming investments to be treated as non-
admitted assets for purposes of measuring statutory surplus and, in some
instances, would require divestiture.

     Environmental pollution clean-up is the subject of both federal and state
regulation. By some estimates, there are thousands of potential waste sites
subject to clean up. The insurance industry is involved in extensive litigation
regarding coverage issues. The Comprehensive Environmental Response Compensation
and Liability Act of 1980 ("Superfund") and comparable state statutes ("mini-
Superfund") govern the clean-up and restoration by "Potentially Responsible
Parties" ("PRP's"). Superfund and the mini-Superfunds ("Environmental Clean-up
Laws" or "ECLs") establish a mechanism to pay for clean-up of waste sites if
PRPs fail to do so, and to assign liability to PRPs. The extent of liability to
be allocated to a PRP is dependent on a variety of factors. The extent of clean-
up necessary and the assignment of liability has not been established. The
insurance industry is disputing many such claims. Key coverage issues include
whether Superfund response costs are considered damages under the policies, when
and how coverage is triggered, applicability of pollution exclusions, the
potential for joint and several liability and definition of an occurrence.
Similar coverage issues exist for clean up and waste sites not covered under
Superfund. To date, courts have been inconsistent in their rulings on these
issues. An insurer's exposure to liability with regard to its insureds which
have been, or may be, named as PRPs is uncertain. Superfund reform proposals
have been introduced in Congress, but none have been enacted. There can be no
assurance that any Superfund reform legislation will be enacted or that any such
legislation will provide for a fair, effective and cost-efficient system for
settlement of Superfund related claims.

     While current federal income tax law permits the tax-deferred accumulation
of earnings on the premiums paid by an annuity owner and holders of certain
savings-oriented life insurance products, no assurance can be given that future
tax law will continue to allow such tax deferrals. If such deferrals were not
allowed, consumer demand for the affected products would be substantially
reduced. In addition, proposals to lower the federal income tax rates through a
form of flat tax or otherwise could have, if enacted, a negative impact on the
demand for such products.

     Companies engaged in investment banking/brokerage and investment management
include brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund companies. Earnings and share prices of companies in this industry
are quite volatile, and often exceed the volatility levels of the market as a
whole. Recently, ongoing consolidation in the industry and the strong stock
market has benefited stocks which investors believe will benefit from greater
investor and issuer activity. Major determinants of future earnings of these
companies are the direction of the stock market, investor confidence, equity
transaction volume, the level and direction of long-term and short-term interest
rates, and the outlook for emerging markets. Negative trends in any of these
earnings determinants could have a serious adverse effect on the financial
stability, as well as on the stock prices, of these companies. Furthermore,
there can be no assurance that the issuers of the equity securities included in
the Trust will be able to respond in a timely manner to compete in the rapidly
developing marketplace. In addition to the foregoing, profit margins of these
companies continue to shrink due to the commoditization of traditional
businesses, new competitors, capital expenditures on new technology and the
pressures to compete globally.

     Retail Sector Portfolio.  An investment in Units of the Retail Sector
Portfolio should be made with an understanding of the problems and risks
inherent in the retail industry in general. The profitability of companies
engaged in the retail industry will be affected by various factors including the
general state of the economy, intense competition and consumer spending trends.
In the recent past, there have been major changes in the retail environment due
to the declaration of bankruptcy by some of the major corporations involved in
the retail industry, particularly the department store segment. The continued
viability of the retail industry will depend on the industry's ability to adapt
and to compete in changing economy and social conditions, to attract and retain
capable management and to finance expansion. Weakness in the banking or real
estate industry, a recessionary economic climate with the consequent slowdown in
employment growth, less favorable trends in unemployment or a marked
deceleration in real disposable personal income growth could result in
significant pressure on both consumer wealth and consumer confidence, adversely
affecting consumer spending habits.

     In addition, the competitiveness of the retail industry will require large
capital outlays for investment in the installation of automated checkout
equipment to control inventory, to track the sale of individual items and to
gauge the success of sales campaigns. Increasing employee and retiree benefit
costs may also have an adverse effect on the industry. In many sectors of the
retail industry, competition may be fierce due to market saturation, converging
consumer tastes and other factors. Because of these factors and the recent
increase in trade opportunities with other countries, American retailers are now
entering global markets which entail added risks such as sudden weakening of
foreign economies, difficulty in adapting to local conditions and constraints
and added research costs. The above factors could adversely affect the value of
the Trust's Units.

     Technology, Networking & Storage, Software and Software Weblications Sector
Portfolios. An investment in Units of these Portfolios should be made with an
understanding of the characteristics of the technology industry and the risks
which such an investment may entail.

     Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, software, 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 obsolescence, cyclical market patterns, 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 affect 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 trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of high-technology
common stocks to fluctuate substantially. In addition, 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 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 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
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 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 technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology.

     Semiconductor Sector Portfolio. An investment in Units of the Semiconductor
Sector Portfolio should be made with an understanding of the problems and risks
inherent in the semiconductor industry in general.

     Semiconductor companies generally include companies involved in the
development, design, manufacture and sale of semiconductor products. The market
for these products is characterized by rapidly changing technology, rapid
product obsolescence, cyclical market patterns, 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 affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the Securities will
be able to respond timely to compete in the rapidly developing marketplace.

     Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of semiconductor
common stocks to fluctuate substantially. In addition, semiconductor 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 semiconductor 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 semiconductor 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 semiconductor
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 semiconductor 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 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 technology or that
competitors  will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The adoption of
any such laws could have a material adverse impact on the Securities in a
Trust. The above factors could adversely affect the value of a 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 95 hereby identifies Series 94,
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 95 has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Chicago and State of Illinois on the 6th day of
June, 2000.
                                        NUVEEN UNIT TRUSTS, SERIES 95
                                                (Registrant)

                                        By JOHN NUVEEN & CO. INCORPORATED
                                                   (Depositor)

                                        By /s/ Benjamin T. Fulton
                                           ------------------------------------
                                           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      )  Jessica R. Droeger
                             and Director                 )  ------------------
                                                          )  Jessica R. Droeger
John P. Amboian              President and Director       )  Attorney-in-Fact**
                                                          )
                                                          )
Margaret E. Wilson           Vice President and           )  June 6, 2000
                             Controller                   )
</TABLE>

---------

*  The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.

** The powers of attorney for Messrs. Amboian and Schwertfeger and for Ms.
Wilson were filed on May 3, 2000 as Exhibit 6.2 to Nuveen Unit Trusts, Series 94
(File No. 333-35488).

                                      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 opinions filed by
this amendment as Exhibits 3.1 and 3.2 to the Registration Statement.

                      Consent of The Chase Manhattan Bank

The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the 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 3.3 to the Registration Statement.

                                      S-4
<PAGE>



                               List of Exhibits

1.1(a)  Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trusts,
        Series 4 and certain subsequent series, effective May 29, 1997 between
        John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
        Trustee (incorporated by reference to Amendment No. 1 to Form S-6 [File
        No. 333-25225] filed on 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 Federal income tax status of securities being
        registered.

3.3     Opinion of counsel as to New York income tax status of securities being
        registered.

3.4     Opinion of counsel as to 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


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