NUVEEN UNIT TRUSTS SERIES 99, 487, 2000-08-08

NUVEEN UNIT TRUSTS SERIES 99
487, 2000-08-08

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<PAGE>

1933 Act File No. 333-41658
1940 Act File No. 811-08103

Securities and Exchange Commission
Washington, D.C. 20549

Amendment No. 3
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 99

B. Name of Depositor: Nuveen Investments

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:

Nuveen Investments
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
---- August 8, 2000 at 1:30 P.M. pursuant to Rule 487.
<PAGE>

[NUVEEN LOGO]

Nuveen Unit Trusts, Series 99

Nuveen 15-Month Sector Portfolios
Nuveen Fuel Cell 15-Month Sector Portfolio, August 2000
Nuveen Mobile Web 15-Month Sector Portfolio, August 2000
Nuveen Telecommunications Paradigm 15-Month Sector Portfolio, August 2000

Nuveen Five-Year Sector Portfolios
Nuveen Fuel Cell Five-Year Sector Portfolio, August 2000
Nuveen Mobile Web Five-Year Sector Portfolio, August 2000

Nuveen REIT Five-Year Sector Portfolio, August 2000
Nuveen Telecommunications Paradigm Five-Year Sector Portfolio, August 2000

Prospectus Part A dated August 8, 2000

.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-08-00-P
<PAGE>

Nuveen Unit Trusts, Series 99
CUSIP Nos:
Dividend in
Cash Reinvested Wrap

Nuveen Fuel Cell 15-Month Sector Portfolio, 67068G136 67068G144 67068G151
August 2000
Nuveen Mobile Web 15-Month Sector Portfolio, 67068G169 67068G177 67068G185
August 2000
Nuveen Telecommunications Paradigm 15-Month 67068G318 67068G326 67068G334
Sector Portfolio, August 2000
Nuveen Fuel Cell Five-Year Sector Portfolio, 67068G193 67068G201 67068G219
August 2000
Nuveen Mobile Web Five-Year Sector 67068G227 67068G235 67068G243
Portfolio, August 2000
Nuveen REIT Five-Year Sector Portfolio, 67068G250 67068G268 67068G276
August 2000
Nuveen Telecommunications Paradigm Five-Year 67068G284 67068G292 67068G300
Sector Portfolio, August 2000

Overview

Nuveen Unit Trusts, Series 99 in-cludes the separate unit investment trusts
listed above. Each Portfolio invests in the securities of companies in its
industry sector. Nuveen Investments ("Nuveen") serves as the Sponsor of the
Portfolios.

Contents

2 Overview
3 NUVEEN FUEL CELL 15-MONTH SECTOR
PORTFOLIO, AUGUST 2000
8 NUVEEN FUEL CELL FIVE-YEAR SECTOR
PORTFOLIO, AUGUST 2000
13 NUVEEN MOBILE WEB 15-MONTH SECTOR
PORTFOLIO, AUGUST 2000
18 NUVEEN MOBILE WEB FIVE-YEAR
SECTOR PORTFOLIO, AUGUST 2000
22 NUVEEN REIT FIVE-YEAR SECTOR
PORTFOLIO, AUGUST 2000
26 NUVEEN TELECOMMUNICATIONS
PARADIGM 15-MONTH SECTOR
PORTFOLIO, AUGUST 2000
31 NUVEEN TELECOMMUNICATIONS
PARADIGM FIVE-YEAR SECTOR
PORTFOLIO, AUGUST 2000
35 How to Buy and Sell Units
35 Investing in the Portfolios
35 Sales or Redemptions
36 Risk Factors
38 Distributions
38 Income Distributions
38 Capital Distributions
38 General Information
38 Termination
39 The Sponsor
39 Optional Features
39 Letter of Intent
39 Reinvestment
39 Nuveen Mutual Funds
40 Notes to Portfolios
41 Statements of Condition
43 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 Fuel Cell
15-Month Sector Portfolio, August 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of companies in the alternative power and
fuel cell subsectors of the energy industry. The Portfolio is diversified
across these industries, including companies that generate energy from, manu-
facture or develop alternative fuels, fuel cells or sub-components used in the
manufacturing of such equipment or power. The Sponsor selects stocks within
the sector that it believes have the potential for capital appreciation.

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 alternative power and
fuel cell sectors;

. analyzes which subsectors may benefit from the predicted growth of alterna-
tive power and fuel cell companies; and

. selects representative 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;

--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

A fuel cell is a device that converts the energy of a fuel (hydrogen, natural
gas, methanol, gasoline, etc.) and an oxidant (air or oxygen) into useable
electricity. Fuel cell construction generally consists of a fuel electrode
(anode) and an oxidant electrode (cathode) separated by an ion conducting mem-
brane. There are several different types of fuel cells, including phosphoric
acid, alkaline, molten carbonate, solid oxide and proton exchange membrane
fuel cells.

Fuel cells may be used to power residences, small businesses, trains, buses,
electric automobiles and many other devices. They are especially useful in re-
mote locations where connecting to a large power grid is not economically fea-
sible.

Production and distribution of energy affects all sectors of the global econo-
my. The increasing industrialization of the world requires sustainable, highly
efficient energy production. Fuel cells may help meet this need. During the
last few years, the fuel cell-invented 160 years ago-has undergone a resur-
gence. Previously these cells were used only in space and technology applica-
tions. Several factors may help promote growth in the alternative power and
fuel cell sectors.

Energy Security--U.S. energy dependence is higher today than it was during the
oil shock of the 1970s, and oil imports are projected to increase. Passenger
vehicles alone consume six million barrels of oil per day, equivalent to 85%
of oil imports. (Fuel Cells 2000.) Fuel cells could dramatically reduce urban
air pollution and decrease oil imports. According to former U.S. Energy Secre-
tary Frederico Pena, "we're going to see fuel cells in cars and other uses
much sooner than we had predicted."

New Materials and Manufacturing--Efforts to advance one of the most promising
techniques--proton exchange membrane fuel cells (PEM)--have been stepped up
internationally. These cells can power everything from automobiles to hospi-
tals to submarines. Research into new building materials seeks to combat the
biggest challenge--reducing the cost.

Environmental Regulations--Advances in new techniques have been spurred, in
part, by more stringent environmental standards. In California and other
states, 10% of all vehicles produced after 2003 must be zero-emission vehi-
cles. Half of these vehicles may have PEM drives fueled by methanol or gaso-
line. (Siemans, 2/98.)

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.

---
3
<PAGE>

Future Portfolios

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.

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 alternative power and fuel cell indus-
tries. Adverse developments in these industries may significantly affect the
value of your Units. Companies involved in these industries must contend
with the high costs of research and development, the lack of a proven mar-
ket, technological limitations and storage issues, intense competition from
other alternative power sources and traditional power sources, energy con-
servation and environmental concerns.

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

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own alternative power and fuel cell stocks in one conve-
nient 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
(Paid from Portfolio Assets)

<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 a fixed 2.95% for non-breakpoint purchases 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

---
4
<PAGE>

provided is based on a $10 Unit as of the Initial Date of Deposit and the
percentage amount 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
transactional 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 each month from March 30, 2001,
through July 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(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 1.95% 2.95%
5,000 to 9,999................................... 0.75% 1.95% 2.70%
10,000 to 24,999................................. 0.50% 1.95% 2.45%
25,000 to 49,999................................. 0.25% 1.95% 2.20%
50,000 to 99,999................................. 0.00% 1.95% 1.95%
100,000 or more.................................. 0.00% 1.95%(4) 1.20%
</TABLE>
---------
(1) Sales charge reductions are computed both on a dollar basis and on the
basis of the number of Units purchased, at any point of purchase, 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. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.
(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 the Initial Date of Deposit
and the percentage amount will vary over time.
(4) All Units are subject to the same Deferred Sales Charges. To allow
investors who purchase 100,000 Units or more to pay a sales charge that is
less than the Deferred Sales Charges, the Sponsor provides such investors
with additional Units to lower the effective sales charge to 1.20%.

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
information regarding expenses.

---
5
<PAGE>

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.

<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 you 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.

---
6
<PAGE>

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

Schedule of Investments

(at the Initial Date of Deposit, August 8, 2000)

Nuveen Fuel Cell 15-Month Sector Portfolio, August 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>
Aerospace/Defense-Equipment 4.97%
98 United Technologies Corporation UTX 4.97% $61.0000 $ 5,978 1.31%
Batteries/Battery Systems 15.09%
155 C&D Technologies Inc. CHP 4.98% 38.6250 5,987 0.14%
248 Energy Conversion Devices, Inc. ENER 5.10% 24.7500 6,138 N/A
386 Valence Technology, Inc. VLNC 5.01% 15.6250 6,031 N/A
Chemicals-Diversified 20.01%
175 Air Products and Chemicals, Inc. APD 4.98% 34.1875 5,983 2.22%
211 The Dow Chemical Company DOW 5.02% 28.6250 6,040 4.05%
128 E.I. du Pont de Nemours & Company DD 5.01% 47.0625 6,024 2.97%
143 Praxair, Inc. PX 5.00% 42.0625 6,015 1.47%
Diversified Manufacture Operations 9.93%
112 General Electric Company GE 4.95% 53.1875 5,957 1.03%
41 Siemens AG ADR(6) SMAWY 4.98% 146.0000 5,986 0.48%
Electric Products-Miscellaneous 5.02%
447 Ucar International Inc. UCR 5.02% 13.5000 6,035 N/A
Electric-Integrated 20.02%
314 Avista Corporation AVA 5.01% 19.1875 6,025 2.50%
178 DTE Energy Corporation DTE 5.00% 33.7500 6,008 6.10%
156 IDACORP, Inc. IDA 4.99% 38.5000 6,006 4.83%
220 The Southern Company SO 5.02% 27.4375 6,036 4.88%
Electronic Measuring Instruments 4.96%
545 Mechanical Technology Incorporated MKTY 4.96% 10.9375 5,961 N/A
Energy-Alternate Sources 9.97%
62 Ballard Power Systems, Inc. BLDP 4.99% 96.7500 5,999 N/A
141 Plug Power Inc. PLUG 4.98% 42.5000 5,993 N/A
Machinery-General Industry 4.95%
231 SatCon Technology Corporation SATC 4.95% 25.7500 5,948 N/A
Power Converter/Supply Equipment 5.08%
77 FuelCell Energy, Inc. FCEL 5.08% 79.3750 6,112 N/A
----- ------- --------
4,068 100.00% $120,262
===== ======= ========
</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.

---
7
<PAGE>

Nuveen Fuel Cell Five-Year Sector Portfolio, August 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

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 alternative power and
fuel cell sectors;

. analyzes which subsectors may benefit from the predicted growth of alterna-
tive power and fuel cell companies; and

. selects representative 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;

--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

Fuel cells may be used to power residences, small businesses, trains, busses,
electric automobiles and many other devices. They are especially useful in re-
mote locations where connecting to a large power grid is not economically fea-
sible.

---
8
<PAGE>

Future Portfolios

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.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own alternative power and fuel cell stocks in one conve-
nient 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
(Paid From Portfolio Assets)

(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 a fixed 4.5% for non-breakpoint purchases and
any remaining deferred sales charges. Accordingly, the percentage amount
of the Upfront Sales Charge will vary over time.

---
9
<PAGE>

(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 the percentage amount 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.

(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 each month from March 30, 2001
through July 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(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 3.50% 4.50%
5,000 to 9,999................................... 0.75% 3.50% 4.25%
10,000 to 24,999................................. 0.50% 3.50% 4.00%
25,000 to 49,999................................. 0.00% 3.50% 3.50%
50,000 to 99,999................................. 0.00% 3.50%(4) 2.50%
100,000 or more.................................. 0.00% 3.50%(4) 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, at any point of purchase, 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. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.

(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 the Initial Date of Deposit
and the percentage amount will vary over time.

(4) All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 50,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge.

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.

<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

---
10
<PAGE>

market non-breakpoint purchases of Units to dealer firms in connection with the
sale of Units in a given transaction.

<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 you 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.

---
11
<PAGE>

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

Schedule of Investments

(at the Initial Date of Deposit, August 8, 2000)

Nuveen Fuel Cell Five-Year Sector Portfolio, August 2000

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.

---
12
<PAGE>

Nuveen Mobile Web 15-Month Sector Portfolio, August 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of mobile Web companies. The Portfolio is
diversified across the mobile web sector, including companies involved in
wireless telecommunication, Internet portals, Internet service and content,
semi conductors and communication software.

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 mobile Web sector;

. analyzes which subsectors may benefit from the predicted growth of mobile
Web 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

The mobile Web sector includes companies that may benefit from the convergence
of two of the most profound technological advances of our age--the Internet
and wireless communications. This convergence is creating a new paradigm for
anytime, anywhere information. "The genesis of the wireless Internet has
emerged from the crux of the two fastest growing technologies in history, the
Internet and wireless communications. . While this market is just emerging, we
expect the market for smart services to grow to more than $55 billion by 2004,
with device sales of more than $66 billion." (U.S. Bancorp Piper Jaffray Eq-
uity Research, Wireless Index, February 2000.)

According to International Data Corp./Business Week, estimated wireless
Internet subscribers are expected to grow exponentially through 2003. In 1999,
wireless Internet subscribers in the U.S., Western Europe, Asia/Pacific and
Japan numbered 560,000, 91,000, 450,000, and 3.8 million, respectively. It is
estimated that use will grow by 2003 to 73.1 million, 72 million, 143.4 mil-
lion, and 40.9 million, respectively. The Sponsor believes that recent indus-
try trends have stimulated growth in the mobile Web sector.

Shift in Focus by Content Providers--According to Motorola, worldwide mobile
Web users should reach the 1 billion level by 2003--a rapid expansion from 300
million users in 1999. This should lead to a fundamental shift in the thinking
of the Web community, pushing content providers to prioritize the needs of
wireless users over wired PC users. (Yahoo! Editor's Choice Newsletter,
6/9/00.) According to Ovum consulting, "within six years, about 700 million
people will reach the Internet by mobile devices versus 500 million by tradi-
tional fixed-line devices like PCs." (USA Today 7/7/00.)

Affordability for Main Street--"Fancy net-ready cell phones that cost $500 to-
day could be giveaways next year, as the cost of chips and screens plummets
and service providers hike their subsidies to manufacturers. How will opera-
tors afford that? If the underlying math is right, they'll make back their in-
vestments on charges for service, transaction fees and other Internet-style
revenue streams." (Business Week, 5/29/00.)

A Multitude of Potential Devices--Currently, mobile web devices available to
consumers are limited to PDAs (Personal Digital Assistant), wireless cellular
phones and laptop computers. However, scores of technology firms have created
prototypes for Internet access through such diverse outlets as watches, pocket
computer terminals, automobile dashboards, eyeglasses, airline seat backs and
microwave ovens. "[W]e are headed toward an information-everywhere society,
where an immense portion of the globe,

---
13
<PAGE>

consumers and business alike, is always logged on. Benefits abound." (Business
Week, 5/29/00.) "Although the media may have made the Internet the New Tech-
nology, the story of the decade is not that the work is wired but that it is
going wireless." (Bloomberg Personal Finance, July/August 2000.

Future Portfolios

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 mobile Web industry. Adverse develop-
ments in this industry may significantly affect the value of your Units.
Companies involved in the mobile Web industry must contend with rapid
changes in technology, intense competition, government regulation and the
rapid obsolescence of products and services.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own stocks of mobile Web companies 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
(Paid from Portfolio Assets)

(2) As provided below, the Upfront Sales Charge equals the difference between
the

---
14
<PAGE>

Maximum Sales Charge of a fixed 2.95% for non-breakpoint purchases 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 the percentage amount will vary over time.

(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 each month from March 30, 2001
through July 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(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 1.95% 2.95%
5,000 to 9,999................................... 0.75% 1.95% 2.70%
10,000 to 24,999................................. 0.50% 1.95% 2.45%
25,000 to 49,999................................. 0.25% 1.95% 2.20%
50,000 to 99,999................................. 0.00% 1.95% 1.95%
100,000 or more.................................. 0.00% 1.95%(4) 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, at any point of purchase, 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. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.
(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 the Initial Date of Deposit
and the percentage amount will vary over time.
(4) All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 100,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge to 1.20%.

Example

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

---
15
<PAGE>

age 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>

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

Dealer Concessions

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>

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

---
16
<PAGE>

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

Schedule of Investments
(at the Initial Date of Deposit, August 8, 2000)

Nuveen Mobile Web 15-Month Sector Portfolio, August 2000

<TABLE>
<CAPTION>
Percentage
of Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares hangeName of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Applications Software 3.98%
71 Microsoft Corporation MSFT 3.98% $ 70.0000 $ 4,970 N/A
Cellular Telecommunications 19.87%
189 AT&T Wireless Group AWE 4.02% 26.6250 5,032 N/A
86 Nextel Communications, Inc. NXTL 3.97% 57.6250 4,956 N/A
38 NTT DoCoMo, Inc NTDMY 3.89% 128.0000 4,864 0.05%
92 Sprint PCS Group PCS 4.02% 54.6250 5,026 N/A
122 Vodafone Group PLC VOD 3.97% 40.6250 4,956 0.51%
Communications Software 8.04%
295 Razorfish, Inc. RAZF 4.03% 17.0625 5,033 N/A
88 Research In Motion Limited RIMM 4.01% 56.9844 5,015 N/A
Computer Data Security 4.01%
76 RSA Security, Inc. RSAS 4.01% 65.8750 5,007 N/A
Electronic Component--Semiconductor 3.98%
87 Texas Instruments Incorporated TXN 3.98% 57.1875 4,975 0.15%
Internet Service Provider 8.02%
94 America Online, Inc. AOL 3.98% 52.8750 4,970 N/A
37 Yahoo! Inc. YHOO 4.04% 136.5000 5,051 N/A
Internet Software 8.06%
65 Phone.com, Inc. PHCM 4.04% 77.6250 5,046 N/A
47 Software.Com Inc SWCM 4.02% 107.0000 5,029 N/A
Telecommunications Equipment 28.10%
114 ADC Telecommunications, Inc. ADCT 4.05% 44.3750 5,059 N/A
72 Alcatel SA, ADR(6) ALA 4.04% 70.1250 5,049 0.48%
54 Comverse Technology, Inc. CMVT 4.03% 93.2500 5,036 N/A
270 Telefonaktiebolaget LM Ericsson, ADR(6) ERICY 3.98% 18.4375 4,978 0.22%
132 Nokia Oyj ADR(6) NOK 4.03% 38.1250 5,033 0.36%
64 Nortel Networks Corporation NT 4.05% 79.2500 5,072 0.09%
77 Qualcomm Incorporated QCOM 3.92% 63.5625 4,894 N/A
Telephone--Local 4.01%
78 ALLTEL Corporation AT 4.01% 64.3125 5,016 1.99%
Wireless Equipment 11.93%
32 Aether Systems, Inc. AETH 3.94% 154.0000 4,928 N/A
139 Motorola, Inc. MOT 4.00% 35.9375 4,995 0.45%
130 Palm, Inc. PALM 3.99% 38.3750 4,989 N/A
----- ------- --------
2,549 100.00% $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.

---
17
<PAGE>

Nuveen Mobile Web Five-Year Sector Portfolio, August 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

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 mobile Web sector;

. analyzes which subsectors may benefit from the predicted growth of mobile
Web 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

The mobile Web sector includes companies that may benefit from the convergence
of two of the most profound technological advances of our age--the Internet
and wireless communications. This convergence is creating a new paradigm for
anytime, anywhere information. "The genesis of the wireless Internet has
emerged from the crux of the two fastest growing technologies in history, the
Internet and wireless communications. . . While this market is just emerging,
we expect the market for smart services to grow to more than $55 billion by
2004, with device sales of more than $66 billion." (U.S. Bancorp Piper Jaffray
Equity Research, Wireless Index, February 2000.)

According to International Data Corp./Business Week, estimated wireless
Internet subscribers are expected to grow exponentially through 2003. In 1999,
wireless Internet subscribers in the U.S., Western Europe, Asia/Pacific and
Japan numbered 560,000, 91,000, 460,000, and 3.8 million, respectively. It is
estimated that use will grow by 2003 to 73.1 million, 72 million, 143.4 mil-
lion, and 40.9 million, respectively. The Sponsor believes that recent indus-
try trends have stimulated growth in the mobile Web sector.

Shift in Focus by Content Providers--According to Motorola, worldwide mobile
Web users should reach the 1 billion level by 2003--a rapid expansion from 300
million users in 1999. This should lead to a fundamental shift in the thinking
of the Web community, pushing content providers to prioritize the needs of
wireless users over wired PC users. (Yahoo! Editor's Choice Newsletters,
6/9/00.) According to Ovum consulting, "within six years, about 700 million
people will reach the Internet by mobile devices Jersus 500 million by tradi-
tional fixed-line devices like PCs." (USA Today 7/7/00.)

---
18
<PAGE>

ety, where an immense portion of the globe, consumers and business alike, is
always logged on." (Business Week, 5/29/00.) "Although the media may have made
the Internet the New Technology, the story of the decade is not that the work
is wired but that it is going wireless." (Bloomberg Personal Finance,
July/August 2000.

Future Portfolios

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.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own stocks of mobile Web companies 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
(Paid from Portfolio Assets)

<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

---
19
<PAGE>

Maximum Sales Charge of a fixed 4.5% for non-breakpoint purchases and any
remaining deferred sales charges. Accordingly, the percentage amount of the
Upfront Sales Charge 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,

(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 each month from March 30, 2001,
through July 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(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 3.50% 4.50%
5,000 to 9,999................................... 0.75% 3.50% 4.25%
10,000 to 24,999................................. 0.50% 3.50% 4.00%
25,000 to 49,999................................. 0.00% 3.50% 3.50%
50,000 to 99,999................................. 0.00% 3.50%(4) 2.50%
100,000 or more.................................. 0.00% 3.50%(4) 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, at any point of purchase, 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. Because the Upfront Sales Charge equals the difference between the
applicable Total Sales Charge and the remaining deferred charges, the per-
centage and dollar amount of the Upfront Sales Charge will vary as the Unit
price varies and after deferred charges begin.

(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 the Initial Date of Deposit
and the percentage amount will vary over time.

(4)All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 50,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge.

Example

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

<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.

---
20
<PAGE>

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 connection with the
sale of Units in a given transaction.

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

---
20--1
<PAGE>

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

Schedule of Investments
(at the Initial Date of Deposit, August 8, 2000)

Nuveen Mobile Web Five-Year Sector Portfolio, August 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 3.98%
71 Microsoft Corporation MSFT 3.98% $ 70.0000 $ 4,970 N/A
Cellular Telecommunications 19.87%
189 AT&T Wireless Group AWE 4.02% 26.6250 5,032 N/A
86 Nextel Communications, Inc. NXTL 3.97% 57.6250 4,956 N/A
38 NTT DoCoMo, Inc NTDMY 3.89% 128.0000 4,864 0.05%
92 Sprint PCS Group PCS 4.02% 54.6250 5,026 N/A
122 Vodafone Group PLC VOD 3.97% 40.6250 4,956 0.51%
Communications Software 8.04%
295 Razorfish, Inc. RAZF 4.03% 17.0625 5,033 N/A
88 Research In Motion Limited RIMM 4.01% 56.9844 5,015 N/A
Computer Data Security 4.01%
76 RSA Security, Inc. RSAS 4.01% 65.8750 5,007 N/A
Electronic Component--Semiconductor 3.98%
87 Texas Instruments Incorporated TXN 3.98% 57.1875 4,975 0.15%
Internet Service Provider 8.02%
94 America Online, Inc. AOL 3.98% 52.8750 4,970 N/A
37 Yahoo! Inc. YHOO 4.04% 136.5000 5,051 N/A
Internet Software 8.06%
65 Phone.com, Inc. PHCM 4.04% 77.6250 5,046 N/A
47 Software.Com Inc SWCM 4.02% 107.0000 5,029 N/A
Telecommunications Equipment 28.10%
114 ADC Telecommunications, Inc. ADCT 4.05% 44.3750 5,059 N/A
72 Alcatel SA, ADR(6) ALA 4.04% 70.1250 5,049 0.48%
54 Comverse Technology, Inc. CMVT 4.03% 93.2500 5,036 N/A
270 Telefonaktiebolaget LM Ericsson, ADR(6) ERICY 3.98% 18.4375 4,978 0.22%
132 Nokia Oyj ADR(6) NOK 4.03% 38.1250 5,033 0.36%
64 Nortel Networks Corporation NT 4.05% 79.2500 5,072 0.09%
77 Qualcomm Incorporated QCOM 3.92% 63.5625 4,894 N/A
Telephone--Local 4.01%
78 ALLTEL Corporation AT 4.01% 64.3125 5,016 1.99%
Wireless Equipment 11.93%
32 Aether Systems, Inc. AETH 3.94% 154.0000 4,928 N/A
139 Motorola, Inc. MOT 4.00% 35.9375 4,995 0.45%
130 Palm, Inc. PALM 3.99% 38.3750 4,989 N/A
----- ------- --------
2,549 100.00% $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.

---
21
<PAGE>

Nuveen REIT Five-Year Sector Portfolio, August 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide total return through capital appreciation and
high current income.

Investment Strategy

The Portfolio consists of the stocks of Real Estate Investment Trusts (REITs).
The Portfolio is diversified across the real estate investment trust sector,
including companies involved in apartment, health care, hotel/restaurant, com-
mercial office and shopping center/mall properties real estate.

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 REIT sector;

. analyzes which subsectors may benefit from the predicted growth of REIT
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

A REIT is a company that can own, manage and develop income-producing real es-
tate, such as office and apartment buildings. The Sponsor believes that since
stock performance of the REIT sector has maintained a relatively low correla-
tion to both the S&P 500 and to Treasury bonds and their negative correlation
to technology stocks, REIT stocks are a good vehicle for portfolio di-
versification, which may lower your overall risk. A number of industry devel-
opments have fueled growth in this sector.

Favorable Legislation--Taking effect in January 2001, the REIT Modernization
Act will reduce a REIT's minimum distribution requirement from 95% to 90%,
which should free up more money for development activities. In addition, REITs
will be allowed to provide more services to their building tenants through
taxable subsidiaries. This change should allow REITs additional opportunities
to enhance the value of their properties.

Supply and Demand Balance--Real estate is a very cyclical industry--supply is
added in chunks, with large projects demanding long lead times. In many real
estate asset classes and in most geographic markets, the demand for new space
continues to outpace new construction. (TheStreet.com, 5/00.)

Capital Market Control--Concern over stock prices has prevented REITs from is-
suing additional equity to raise project funds. Instead, private funding has
supported promising individual projects. As a result, many REIT managers have
become more selective about the projects in which they invest. Some have
redeployed their assets in higher yielding development programs and their own
under-valued stock. (TheStreet.com, 5/00.)

Future Portfolios

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 real estate investment trusts. Adverse de-
velopments in this

---
22
<PAGE>

industry may significantly affect the value of your Units. Companies in-
volved in this industry must contend with declining real property values,
rising interest rates, inflation, default by lessees, oversupply, competi-
tion, increasing vacancy rates and the general illiquidity of real estate.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own REIT 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
(Paid from Portfolio Assets)
<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.

(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.

(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.

---
23
<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(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 3.50% 4.50%
5,000 to 9,999................................... 0.75% 3.50% 4.25%
10,000 to 24,999................................. 0.50% 3.50% 4.00%
25,000 to 49,999................................. 0.00% 3.50% 3.50%
50,000 to 99,999................................. 0.00% 3.50% 2.50%
100,000 or more.................................. 0.00% 3.50%(4) 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, at any point of purchase, 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. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.

(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 the Initial Date of Deposit
and the percentage amount will vary over time.

Example

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

<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.

*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 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.
---
24
<PAGE>

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

Schedule of Investments

(at the Initial Date of Deposit, August 8, 2000)

Nuveen REIT Five-Year Sector Portfolio, August 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>
REITS--Apartments 20.00%
108 Apartment Investment and Management Company AIV 4.00% $46.3125 $ 5,002 6.05%
195 Archstone Communities Trust ASN 4.01% 25.6875 5,009 6.00%
107 Avalonbay Communities, Inc. AVB 4.01% 46.8750 5,016 4.78%
101 Equity Residential Properties Trust EQR 3.99% 49.3750 4,987 6.16%
441 United Dominion Realty Trust, Inc. UDR 3.99% 11.3125 4,989 9.46%
REITS--Diversified 12.01%
202 Duke-Weeks Realty Corporation DRE 4.00% 24.7500 5,000 6.95%
179 Liberty Property Trust LRY 3.99% 27.8750 4,990 7.46%
126 Vornado Realty Trust VNO 4.02% 39.8750 5,024 4.82%
REITS--Health Care 7.99%
174 Health Care Property Investors, Inc. HCP 3.99% 28.6875 4,992 10.32%
259 Healthcare Realty Trust, Incorporated HR 4.00% 19.3125 5,002 11.60%
REITS--Hotels 7.99%
205 Hospitality Properties Trust HPT 4.00% 24.3750 4,997 11.32%
456 Host Marriott Corporation HMT 3.99% 10.9375 4,988 7.68%
REITS--Office Property 28.03%
119 Boston Properties, Inc. BXP 4.00% 42.0000 4,998 5.05%
172 CarrAmerica Realty Corporation CRE 4.00% 29.0625 4,999 6.37%
228 Crescent Real Estate Equities Company CEI 4.00% 21.9375 5,002 10.03%
163 Equity Office Properties Trust EOP 3.99% 30.6250 4,992 5.49%
196 Highwoods Properties, Inc. HIW 4.01% 25.5625 5,010 8.92%
196 Reckson Associates Realty Corporation RA 4.01% 25.5625 5,010 6.04%
90 Spieker Properties, Inc. SPK 4.02% 55.8125 5,023 5.02%
REITS--Regional Malls 8.00%
148 General Growth Properties, Inc. GGP 4.01% 33.8750 5,014 6.02%
202 Simon Property Group, Inc. SPG 3.99% 24.6875 4,987 8.18%
REITS--Shopping Centers 3.99%
123 Kimco Realty Corporation KIM 3.99% 40.5625 4,989 6.71%
REITS--Storage 4.00%
198 Public Storage, Inc. PSA 4.00% 25.2500 5,000 3.49%
REITS--Warehouse/Industrial 7.99%
167 First Industrial Realty Trust Corporation FR 4.00% 29.9375 5,000 8.28%
215 Prologis Trust PLD 3.99% 23.1875 4,985 5.78%
----- ------- --------
4,770 100.00% $125,005
===== ======= ========
</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.

---
25
<PAGE>

Nuveen Telecommunications Paradigm 15-Month Sector Portfolio, August 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of companies that stand to benefit from
the emergence of a new telecommunications paradigm. The Portfolio is diversi-
fied across the telecommunications sector, including companies that manufacture
and/or distribute fiber optic equipment, cable, semiconductors, microproces-
sors, wireless communications equipment and network storage equipment as well
as general telecommunications equipment. In addition, the portfolio will con-
tain a select group of telecommunication service providers.

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 telecommunications sec-
tor;

. analyzes which subsectors may benefit from the predicted growth of telecom-
munications 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

The Sponsor believes that a new telecommunications paradigm is evolving. Driven
by the Internet revolution and powered by several key emerging technologies,
this new paradigm has the potential to lead to an unprecedented transformation
of how business and society exchange information, conduct business and communi-
cate with one another. "The new paradigm is the speed-of-light world of the
all-optic network. It is a new industrial era in which the Internet is the de-
fining force. It is a new communications architecture based on broad band-
width." (George Gilder, gildertech.com, 7/18/00.)

The Telecommunications Paradigm Sector has key growth elements that may repre-
sent attractive investment potential. According to Eugene E. Peroni, Jr., Di-
rector of Equity Research Nuveen Investments, "volatility in the telecommunica-
tions sector reflects, in part, the swift developments and innovations that are
taking place in this industry. I continue to favor an investment strategy fo-
cusing on the leading infrastructure companies within this dynamic technologi-
cal area."

The Sponsor believes that the following emerging technologies in the industry
subsectors help the foster growth in the telecommunications sector:

Fiber Optics--Fiber Optics has been one of the fastest growing sectors within
the telecommunications industry. Optical equipment converts electronic voice,
data and video signals into light pulsations transmitted through fiber optic
cables. "The only technology that can satisfy the appetite for bandwidth is op-
tical networking, which boosts the capacity of existing networks by more than a
million times what it is today." (Deborah Solomon, USA Today, 06/07/00.)

Emerging Technology: DWDM technology transmits multiple wavelengths--or col-
ors--of light on the same fiber strand, with each wavelength carrying a dis-
tinct stream of information. Today's systems can combine up to 100 wavelengths
of light on a fiber--enabling service providers to offer hundreds of times more
bandwidth without incurring the cost of laying more fiber.

Networking & Storage--To meet the demand for faster and more efficient
networking, several pioneering companies are focused on developing

---
26
<PAGE>

next-generation, high-speed network infrastructure. "Manufacturers are market-
ing storage units that can sit separately on networks and supply data to many
different servers, even if they come from different producers. The shift to
open storage could reshape the industry." (FORTUNE, 8/16/99.)

Emerging Technology: Gigabit Ethernet switching and multiple data networking
applications have been developed in response to unprecedented Internet growth,
increased data and multimedia traffic and a movement to distributed networks.

Microprocessors/Semiconductors--The urge to log on from anywhere has helped to
fuel a surge in the stocks of companies that make the chips that go into vari-
ous Internet appliances. "Growth in this area is being driven primarily by the
acceleration in wireless communications, increased Internet usage and the pro-
liferation of digital consumer products." (Business Week Online, 3/00.)

Emerging Technology: ASIC (application specific integrated circuits) can cre-
ate single-chip systems that combine several core processing cells. Also
emerging are FPGAs (field-programmable gate arrays) that can change their in-
struction sets in a split second. These emerging technologies allow portions
of chips to be constantly reconfigured.

Wireless--There are currently 100 million wireless subscribers in the United
States alone, representing 36% of our population. (The Cellular Telecommunica-
tions Industry Association, 7/26/00) "The market for mobile digital devices--
cell phones and pocket computers--has already rocketed past that for personal
computers, and it should top 1 billion users by 2003." (Business Week Online,
5/22/00.)

Emerging Technology: After digitizing data, code-division multiple access
("CDMA") spreads it over the entire available bandwidth, increasing the effi-
ciency. Multiple calls are overlaid on the channel, with each assigned a
unique sequence code. The digital wireless personal communication service is
expected to use CDMA widely in the United States.

Future Portfolios

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 telecommunications industry. Adverse
developments in this industry may significantly affect the value of your
Units. Companies involved in the mobile Web industry must contend with
rapid changes in technology, intense competition, government regulation,
rapid obsolescence of products and services and the risks associated with
start-up companies .

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own stocks of telecommunications companies in one conve-
nient 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

---
27
<PAGE>

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

Fees and Expenses

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

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

Estimated Annual Operating Expenses
(Paid from Portfolio Assets)

---
27--1
<PAGE>

(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 each month from March 30, 2001
through July 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(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 1.95% 2.95%
5,000 to 9,999................................... 0.75% 1.95% 2.70%
10,000 to 24,999................................. 0.50% 1.95% 2.45%
25,000 to 49,999................................. 0.25% 1.95% 2.20%
50,000 to 99,999................................. 0.00% 1.95% 1.95%
100,000 or more.................................. 0.00% 1.95%(4) 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, at any point of purchase, 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. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.
(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 the Initial Date of Deposit
and the percentage amount will vary over time.
(4) All Units are subject to the same Deferred Sales Charges. To allow invest-
ors who purchase 100,000 Units or more to pay a sales charge that is less
than the Deferred Sales Charges, the Sponsor provides such investors with
additional Units to lower the effective sales charge to 1.20%.

Example

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

<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------- ------- --------- ---------
$362.07 $882.67 $1,429.24 $2,903.83
</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 2.25% of the Public Offering Price
for primary

---
28
<PAGE>

and secondary market non-breakpoint purchases of Units to dealer firms in con-
nection with the sale of Units in a given transaction.

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

---
29
<PAGE>

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

Schedule of Investments

(at the Initial Date of Deposit, August 8, 2000)

Nuveen Telecommunications Paradigm 15-Month Sector Portfolio, August 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>
Computers 4.02%
45 Sun Microsystems, Inc. SUNW 4.02% $111.7500 $ 5,029 N/A
Electronic Component--Semiconductor 20.12%
35 Applied Micro Circuits Corporation AMCC 4.07% 145.4375 5,090 N/A
20 Broadcom Corporation BRCM 3.98% 247.9375 4,959 N/A
26 PMC--Sierra Inc.(5) PMCS 4.04% 195.0625 5,072 N/A
88 Texas Instruments Incorporated TXN 4.02% 57.1875 5,033 0.15%
65 Xilinx, Inc. XLNX 4.01% 77.2500 5,021 N/A
Electronic--Military 4.03%
79 L-3 Communications Holdings, Inc. LLL 4.03% 63.7500 5,036 N/A
Instruments--Controls 4.03%
43 Newport Corporation NEWP 4.03% 117.2500 5,042 0.02%
Semiconductor Component 4.00%
84 Analog Devices, Inc. ADI 4.00% 59.5625 5,003 N/A
Telecommunications Equipment 27.83%
114 ADC Telecommunications, Inc. ADCT 4.04% 44.3750 5,059 N/A
270 Telefonaktiebolaget LM Ericsson, ADR(6) ERICY 3.98% 18.4375 4,978 0.22%
119 Lucent Technologies Inc. LU 4.02% 42.2500 5,028 0.19%
63 Nortel Networks Corporation(5) NT 3.99% 79.2500 4,993 0.09%
77 QUALCOMM Incorporated QCOM 3.91% 63.5625 4,894 N/A
86 Terayon Communication System, Inc. TERN 3.98% 57.9688 4,985 N/A
46 Tollgrade Communications, Inc. TLGD 3.91% 106.1875 4,885 N/A
Telecommunications Fiber Optics 19.90%
37 Avanex Corporation AVNX 3.95% 133.5000 4,940 N/A
34 CIENA Corporation CIEN 4.03% 148.1250 5,036 N/A
18 Corning Incorporated GLW 3.95% 274.8750 4,948 0.26%
41 JDS Uniphase Corporation JDSU 3.97% 121.1875 4,969 N/A
127 Metromedia Fiber Network, Inc. MFNX 4.00% 39.3750 5,001 N/A
Telecommunications Services 12.05%
158 Global Crossing Ltd. GBLX 4.03% 31.8750 5,036 N/A
76 Level 3 Communications, Inc. LVLT 3.99% 65.7500 4,997 N/A
98 Qwest Communications International Inc. Q 4.03% 51.5625 5,053 N/A
Wireless Equipment 4.02%
140 Motorola, Inc. MOT 4.02% 35.9375 5,031 0.45%
----- ------- --------
1,989 100.00% $125,118
===== ======= ========
</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 Telecommunications Paradigm Five-Year Sector Portfolio, August 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of companies that stand to benefit from
the emergence of a new telecommunications paradigm. The Portfolio is diversi-
fied across the telecommunications sector, including companies that manufac-
ture and/or distribute fiber optic equipment, cable, semiconductors, micropro-
cessors, wireless communications equipment and network storage equipment as
well as general telecommunications equipment. In addition, the portfolio will
contain a select group of telecommunication service providers.

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 telecommunications sec-
tor;

. analyzes which subsectors may benefit from the predicted growth of
telecommunications 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

The Sponsor believes that a new telecommunications paradigm is evolving.
Driven by the Internet revolution and powered by several key emerging technol-
ogies including Fiber Optics, Networking & Storage, Microprocessors, and Wire-
less, this new paradigm has the potential to lead to an unprecedented trans-
formation of how business and society exchange information, conduct business
and communicate with one another. "The new paradigm is the speed-of-light
world of the all-optic network. It is a new industrial era in which the
Internet is the defining force. It is a new communications architecture based
on broad bandwidth." (George Gilder, gildertech.com, 7/18/00.)

The Telecommunications Paradigm Sector has key growth elements that may repre-
sent attractive investment potential. According to Eugene E. Peroni, Jr., Di-
rector of Equity Research Nuveen Investments, "volatility in the telecommuni-
cations sector reflects, in part, the swift developments and innovations that
are taking place in this industry. I continue to favor an investment strategy
focusing on the leading infrastructure companies within this dynamic techno-
logical area."

The Sponsor believes that the following emerging technologies in the industry
subsectors help the faster growth in the telecommunications sector:

Fiber Optics--Fiber optics has been one of the fastest growing sectors within
the telecommunications industry. Optical equipment converts electronic voice,
data and video signals into light pulsations transmitted through fiber optic
cables. "The only technology that can satisfy the appetite for bandwidth is
optical networking, which boosts the capacity of existing networks by more
than a million times what it is today." (Deborah Solomon, USA Today,
06/07/00.)

Emerging Technology: DWDM technology transmits multiple wavelengths--or col-
ors--of light on the same fiber strand, with each wavelength carrying a dis-
tinct stream of information. Today's systems can combine up to 100 wavelengths
of light on a fiber--enabling service providers to offer hundreds of times
more bandwidth without incurring the cost of laying more fiber.

Networking & Storage--To meet the demand for faster and more efficient
networking, several pioneering companies are focused on developing next-gener-
ation, high-speed network infrastructure. "Manufacturers are marketing storage
units that can sit separately on networks and supply data to many different
servers, even if they come from different producers. The shift to open storage
could reshape the industry." (FORTUNE, 8/16/99.)

---
31
<PAGE>

Microprocessors--The urge to log on from anywhere has helped to fuel a surge in
the stocks of companies that make the chips that go into various Internet ap-
pliances. "Growth in this area is being driven primarily by the acceleration in
wireless communications, increased Internet usage and the proliferation of dig-
ital consumer products." (Business Week, Online 3/00.)

Emerging Technology: ASIC (application specific integrated circuits) can create
single-chip systems that combine several core processing cells. Also emerging
are FPGAs (field-programmable gate arrays) that can change their instruction
sets in a split second. These emerging technologies allow portions of chips to
be constantly reconfigured.

Emerging Technology: After digitizing data, code-division multiple access
("CDMA") spreads it over the entire available bandwidth, increasing the effi-
ciency. Multiple calls are overlaid on the channel, with each assigned a unique
sequence code. The digital wireless personal communication service is expected
to use CDMA widely in the United States.

Future Portfolios

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.

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 telecommunications industry. Adverse
developments in this industry may significantly affect the value of your
Units. Companies involved in the mobile Web industry must contend with rapid
changes in technology, intense competition, government regulation, rapid ob-
solescence of products and services and the risks associated with start-up
companies.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own stocks of telecommunications companies in one conve-
nient 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.

---
32
<PAGE>

Shareholder Fees

Estimated Annual Operating Expenses
(Paid from Portfolio Assets)

(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,

---
32--1
<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 each month from March 30, 2001,
through July 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(3) Charge
------------------ --------- --------- -------
<S> <C> <C> <C>
Less than 5,000.................................. 1.00% 3.50% 4.50%
5,000 to 9,999................................... 0.75% 3.50% 4.25%
10,000 to 24,999................................. 0.50% 3.50% 4.00%
25,000 to 49,999................................. 0.00% 3.50% 3.50%
50,000 to 99,999................................. 0.00% 3.50%(4) 2.50%
100,000 or more.................................. 0.00% 3.50%(4) 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, at any point of purchase, 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. Because the Upfront Sales Charge equals the difference between
the applicable Total Sales Charge and the remaining deferred charges, the
percentage and dollar amount of the Upfront Sales Charge will vary as the
Unit price varies and after deferred charges begin.

(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 the Initial Date of Deposit
and the percentage amount will vary over time.

Example

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

<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

*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 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.

---
33
<PAGE>

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

Schedule of Investments

(at the Initial Date of Deposit, August 8, 2000)

Nuveen Telecommunications Paradigm Five-Year Sector Portfolio, August 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>
Computers 4.02%
45 Sun Microsystems, Inc. SUNW 4.02% $111.7500 $ 5,029 N/A
Electronic Component--Semiconductor 20.12%
35 Applied Micro Circuits Corporation AMCC 4.07% 145.4375 5,090 N/A
20 Broadcom Corporation BRCM 3.98% 247.9375 4,959 N/A
26 PMC--Sierra Inc.(5) PMCS 4.04% 195.0625 5,072 N/A
88 Texas Instruments Incorporated TXN 4.02% 57.1875 5,033 0.15%
65 Xilinx, Inc. XLNX 4.01% 77.2500 5,021 N/A
Electronic--Military 4.03%
79 L-3 Communications Holdings, Inc. LLL 4.03% 63.7500 5,036 N/A
Instruments--Controls 4.03%
43 Newport Corporation NEWP 4.03% 117.2500 5,042 0.02%
Semiconductor Component 4.00%
84 Analog Devices, Inc. ADI 4.00% 59.5625 5,003 N/A
Telecommunications Equipment 27.83%
114 ADC Telecommunications, Inc. ADCT 4.04% 44.3750 5,059 N/A
270 Telefonaktiebolaget LM Ericsson, ADR(6) ERICY 3.98% 18.4375 4,978 0.22%
119 Lucent Technologies Inc. LU 4.02% 42.2500 5,028 0.19%
63 Nortel Networks Corporation(5) NT 3.99% 79.2500 4,993 0.09%
77 QUALCOMM Incorporated QCOM 3.91% 63.5625 4,894 N/A
86 Terayon Communication System, Inc. TERN 3.98% 57.9688 4,985 N/A
46 Tollgrade Communications, Inc. TLGD 3.91% 106.1875 4,885 N/A
Telecommunications Fiber Optics 19.90%
37 Avanex Corporation AVNX 3.95% 133.5000 4,940 N/A
34 CIENA Corporation CIEN 4.03% 148.1250 5,036 N/A
18 Corning Incorporated GLW 3.95% 274.8750 4,948 0.26%
41 JDS Uniphase Corporation JDSU 3.97% 121.1875 4,969 N/A
127 Metromedia Fiber Network, Inc. MFNX 4.00% 39.3750 5,001 N/A
Telecommunications Services 12.05%
158 Global Crossing Ltd. GBLX 4.03% 31.8750 5,036 N/A
76 Level 3 Communications, Inc. LVLT 3.99% 65.7500 4,997 N/A
98 Qwest Communications International Inc. Q 4.03% 51.5625 5,053 N/A
Wireless Equipment 4.02%
140 Motorola, Inc. MOT 4.02% 35.9375 5,031 0.45%
----- ------- --------
1,989 100.00% $125,118
===== ======= ========
</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>

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 August 8, 2000, the Initial Date of Deposit, the per Unit Public Offer-
ing 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
Maximum 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 March 30, 2001 to
July 31, 2001. The Public Offering Price includes the sales charge and the es-
timated 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 August 8, 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 on investing in the Portfolios.

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 of the Portfolios who pur-
chase 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 Portfo-
lio's termination. In-kind distributions are not available for the REIT Sector
Portfolio or for foreign securities not traded on a 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.

---
35
<PAGE>

See "Redemption" and "Market for Units" in Part B of the Prospectus for de-
tails.

Risk Factors

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

. Market risk

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

--General stock market movements;

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

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

--Interest rates and inflation;

--Governmental policies and litigation; and

--Purchases and sales of securities by the Portfolio.

. Inflation risk

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

. 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.

Alternative Power and Fuel Cell Industries--Here is what you should know about
a concentration in stocks of these industries:

--Companies involved in these industries must contend with:

the high cost of research and development;

the lack of a proven market;

technological limitations and storage issues;

rapid changes in technology;

intense competition from other alternative power sources and traditional
power sources;

evolving industry standards;

government regulation;

energy conservation; and

environmental concerns.

--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.

Telecommunications, Mobile Web and Wireless Communications Industries--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;

cyclical market patterns;

evolving industry standards;

dependence on key suppliers and supplies;

termination of their patent protections;

---
36
<PAGE>

government regulation; and

frequent new product introductions.

--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.

REIT Industry--Here is what you should know about a concentration in stocks of
the real estate industry:

--Companies involved in this industry must contend with:

declining real property values;

rising interest rates;

inflation;

government regulation;

changes in zoning laws;

changes in real estate taxes;

the impact of environmental legislation;

default by lessees;

oversupply;

competition;

increasing vacancy rates; and

the general illiquidity of real estate.

Additionally, companies in each of the Portfolios may have:

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

--Experienced extreme price and volume fluctuations that often have been un-
related to their operating 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 is indi-
cated 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.

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

---
37
<PAGE>

exchange rates for the relevant currencies based on activity in the various
currency exchange markets. However, these markets can be quite volatile, de-
pending on the activity of the large international commercial banks, various
central banks, large multinational corporations, speculators and other buy-
ers and sellers of foreign currencies. Since actual foreign currency trans-
actions may not be instantly reported, the exchange rates estimated by the
Trustee may not reflect the amount a Portfolio would receive, in U.S. dol-
lars, had the Trustee sold any particular currency in the market. When in-
structed by the Sponsor, the Evaluator, The Chase Manhattan Bank, may uti-
lize its own, or an affiliate's, exchange rate quotations.

. Litigation

Microsoft Corporation may be included in a Portfolio. Microsoft has been en-
gaged in litigation with Sun Microsystems, Inc., the U.S. Department of Jus-
tice and several state Attorneys General. The complaints against Microsoft
include copyright infringement, unfair competition and anti-trust viola-
tions. 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. Subject to appeal, the court has determined that Microsoft
must split into two companies and change some of its business practices. One
company would retain the Microsoft Windows operating systems; the other com-
pany would offer Microsoft's other software and Web products--such as Out-
look, Internet Explorer, BackOffice and Microsoft Network. Microsoft has
stated that it will appeal this ruling. 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. However, for the REIT Sector Portfo-
lio, dividends will be paid on the last business day of each month beginning
September 29, 2000 to Unitholders of Record on the 15th of each month. Such
dates shall constitute "Income Distribution Dates" and "Income Record Dates"
for the REIT Sector Portfolio.

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.

For the REIT Sector Portfolio, distributions of funds in the Capital Account,
net of expenses, will be made annually each December 31 ("Capital Distribution
Date") to Unitholders of record each December 15 ("Capital Record Date"). In
certain circumstances, additional distributions may be made.

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

General Information

Termination

Commencing on December 4, 2001 and September 5, 2005 for the 15-Month Sector
Portfolios and the Five-Year Sector Portfolios, respectively, the Mandatory
Termination Dates, the securities in the applicable Portfolio will begin to be
sold as prescribed by the Sponsor. The Trustee will provide written notice of
the termination to Unitholders which will specify when certificates may be
surrendered.

Unitholders will receive a cash distribution within a reasonable time after a
Portfolio terminates. 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 Portfolio's termi-
nation. However, in-kind distributions are not available for the REIT Sector
Portfolio or for foreign securities not traded on a U.S. securities exchange.
See "Distributions to Unitholders" and "Other Information--Termination of In-
denture" in Part B of the Prospectus for more details.

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38
<PAGE>

The Sponsor

Since our founding in 1898, Nuveen Investments (formerly known as 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 de-
signed to suit the unique circumstances and financial planning needs of our in-
vestors. Nuveen, a leader in tax-efficient investing, believes that a carefully
selected portfolio can play an important 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 life-
style 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.
Nuveen personnel may from time to time maintain a position in certain stocks
held by the Portfolio.

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 satisfy
the LOI amount. The minimum LOI investment is $50,000. See "Public Offering
Price" in Part B of the Prospectus for details.

Reinvestment

Distributions from a Portfolio can be invested with no sales charge into Nuveen
mutual or money market funds. Also, income and certain capital distributions
from a Portfolio can be reinvested into additional Units of the Portfolio with-
out a sales charge. See "Distributions to Unitholders" and "Accumulation Plan"
in Part B of the Prospectus for details.

Nuveen Mutual Funds

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

---
39
<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 August 7, 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 Fuel Cell 15-
Month Sector Portfolio. $120,262 $120,657 $(395) $1,925 $ 0.11320
Nuveen Mobile Web 15-
Month Sector Portfolio. $124,979 $125,244 $(265) $ 219 Not Applicable
Nuveen
Telecommunications
Paradigm 15-Month
Sector Portfolio....... $125,118 $125,222 $(104) $ 69 Not Applicable
Nuveen Fuel Cell Five-
Year Sector Portfolio.. $120,262 $120,657 $(395) $1,925 $ 0.11320
Nuveen Mobile Web Five-
Year Sector Portfolio.. $124,979 $125,244 $(265) $ 219 Not Applicable
Nuveen REIT Five-Year
Sector Portfolio....... $125,005 $125,139 $(134) $8,895 $ 0.65928
Nuveen
Telecommunications
Paradigm Five-Year
Sector Portfolio....... $125,118 $125,222 $(104) $ 69 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.

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

---
40
<PAGE>

Statements of Condition

(at the Initial Date of Deposit, August 8, 2000)

<TABLE>
<CAPTION>
Mobile
Fuel Cell Web Telecommunications
15-Month 15-Month Paradigm
Sector Sector 15-Month
Portfolio Portfolio Sector Portfolio
Trust Property --------- --------- ------------------
<S> <C> <C> <C>
Investment in securities represented by
purchase contracts(1)(2)................. $120,262 $124,979 $125,118
======== ======== ========
<CAPTION>
Liabilities and Interest of Unitholders
Liabilities:
<S> <C> <C> <C>
Deferred sales charge(3)................ $ 2,369 $ 2,462 $ 2,464
Reimbursement of Sponsor for
organization costs(4).................. $ 273 $ 284 $ 284
-------- -------- --------
Total................................ $ 2,642 $ 2,746 $ 2,748
======== ======== ========
<CAPTION>
Interest of Unitholders:
<S> <C> <C> <C>
Units of fractional undivided interest
outstanding............................ 12,147 12,624 12,638
-------- -------- --------
Cost to investors(5).................... $121,441 $126,204 $126,345
Less: Gross underwriting commission(6). $ 3,548 $ 3,687 $ 3,691
Less: Organization costs(4)............ $ 273 $ 284 $ 284
-------- -------- --------
Net amount applicable to investors...... $117,620 $122,233 $122,370
-------- -------- --------
Total................................ $120,262 $124,979 $125,118
======== ======== ========
</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 the Portfolio
($0.195 per Unit), payable to the Sponsor in five equal monthly install-
ments of $0.039 per Unit beginning on March 30, 2001, and on the last
business day thereafter through July 31, 2001.

(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing 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.)

---
41
<PAGE>

Statements of Condition (continued)

(at the Initial Date of Deposit, August 8, 2000)

<TABLE>
<CAPTION>
Mobile
Fuel Cell Web REIT Telecommunications
Five-Year Five-Year Five-Year Paradigm
Sector Sector Sector Five-Year Sector
Portfolio Portfolio Portfolio Portfolio
Trust Property --------- --------- --------- ------------------
<S> <C> <C> <C> <C>
Investment in securities
represented by purchase
contracts(1)(2)............. $120,262 $124,979 $125,005 $125,118
======== ======== ======== ========
Liabilities and Interest of
Unitholders
Liabilities:
Deferred sales charge(3)... $ 4,251 $ 4,418 $ 4,419 $ 4,423
Reimbursement of Sponsor
for organization costs(4). $ 273 $ 284 $ 284 $ 284
-------- -------- -------- --------
Total................... $ 4,524 $ 4,702 $ 4,703 $ 4,707
======== ======== ======== ========
Interest of Unitholders:
Units of fractional undi-
vided interest
outstanding............... 12,147 12,624 12,626 12,638
-------- -------- -------- --------
Cost to investors(5)....... $121,423 $126,185 $126,211 $126,325
Underwriting commis-
sion(6).................. $ 5,412 $ 5,624 $ 5,625 $ 5,630
Less: Organization
costs(4)................. $ 273 $ 284 $ 284 $ 284
-------- -------- -------- --------
Net amount applicable to
investors................. $115,738 $120,277 $120,302 $120,411
-------- -------- -------- --------
Total................... $120,262 $124,979 $125,005 $125,118
======== ======== ======== ========
</TABLE>
---------

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

(3) Represents the amount of mandatory distributions from the Portfolio ($0.35
per Unit) payable to the Sponsor in five equal monthly installments of
$0.07 per Unit beginning on March 30, 2001 and on the last business day
thereafter through July 31, 2001.

(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.)

---
42
<PAGE>

Report of Independent Public Accountants

To the Board of Directors of Nuveen Investments and Unitholders of Nuveen Unit
Trusts, Series 99:

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 99 as of August 8, 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 99, as of August 8, 2000,
in conformity with accounting principles generally accepted in the United
States.

ARTHUR ANDERSEN LLP

Chicago, Illinois

August 8, 2000

---
43
<PAGE>

[Nuveen Defined Portfolios Logo]

NUVEEN UNIT TRUSTS, SERIES 99
PROSPECTUS -- PART A

August 8, 2000

Sponsor Nuveen Investments
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. 333-41658)

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 August 8, 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...................................................... 5
MARKET FOR UNITS........................................................... 9
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 10
TAX STATUS................................................................. 10
RETIREMENT PLANS........................................................... 17
TRUST OPERATING EXPENSES................................................... 17
DISTRIBUTIONS TO UNITHOLDERS............................................... 19
ACCUMULATION PLAN.......................................................... 20
REPORTS TO UNITHOLDERS..................................................... 20
UNIT VALUE AND EVALUATION.................................................. 20
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 21
OWNERSHIP AND TRANSFER OF UNITS............................................ 23
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 24
REDEMPTION................................................................. 24
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST.............. 26
PURCHASE OF UNITS BY THE SPONSOR........................................... 28
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 28
INFORMATION ABOUT THE TRUSTEE.............................................. 29
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 29
SUCCESSOR TRUSTEES AND SPONSORS............................................ 29
INFORMATION ABOUT THE SPONSOR.............................................. 29
INFORMATION ABOUT THE EVALUATOR............................................ 30
FORTUNE LICENSE AGREEMENT.................................................. 31
STANDARD & POOR'S LICENSING AGREEMENT...................................... 31
DOW JONES & COMPANY, INC. LICENSING AGREEMENT.............................. 32
NASDAQ-100(R) INDEX LICENSING AGREEMENT.................................... 32
OTHER INFORMATION.......................................................... 33
LEGAL OPINION.............................................................. 34
AUDITORS................................................................... 34
CODE OF ETHICS............................................................. 34
SUPPLEMENTAL INFORMATION................................................... 34
</TABLE>

2
<PAGE>

Nuveen Defined Portfolios

This Nuveen Defined Portfolio is one of a series of separate but similar
investment companies created by Nuveen Investments, 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, Nuveen Fuel Cell Sector Portfolios Mobile Web Sector Portfolios,
REIT Sector Portfolios and Telecommunications Paradigm 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 Nuveen Investments ("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

3
<PAGE>

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

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

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.

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

5
<PAGE>

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

Commencing on those dates set forth under "Risk/Return Summary--Fees and
Expenses" in Part A of this Prospectus, a deferred sales charge in an amount
described in Part A of the Prospectus will be assessed per Unit per applicable
month. If so provided in Part A of the Prospectus, Unitholders who elect to
roll their Units into a new series of the Trust or a trust with a similar
investment strategy during the Mid-term Special Redemption and Liquidation
Period (as described under "Rollover Trusts" and "How to Buy and Sell Units--
Sales or Redemptions" in Part A of the Prospectus) or Unitholders who sell or
redeem their Units prior to the Second Year Commencement Date (as defined in
Part A of the Prospectus) will not be subject to the Second Year Deferred
Sales Charge (see "Risk/Return Summary--Fees and Expenses" in Part A of the
Prospectus) and accordingly are only responsible for the remaining First Year
Deferred Sales Charge (see "Fees and Expenses" in Part A of the Prospectus).
The deferred sales charges will be paid from funds in the Capital Account, if
sufficient, or from the periodic sale of Securities. A pro rata share of
accumulated dividends, if any, in the Income Account from the preceding Record
Date to, but not including, the settlement date (normally three business days
after purchase) is added to the Public Offering Price. The total maximum sales
charge assessed to Unitholders on a per Unit basis will be the amount set
forth in "Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus.
See "UNIT VALUE AND EVALUATION."

The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating
the applicable sales charge, purchasers who have indicated their intent to
purchase a specified amount of Units of any Nuveen unit investment trust in
the primary or secondary offering period by executing and delivering a letter
of intent to the Sponsor, which letter of intent must be in a form acceptable
to the Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the graduated scale
provided in Part A of this Prospectus, based on the amount of intended
aggregate purchases (excluding purchases which are subject only to a deferred
sales charge) as expressed in the letter of intent. For 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

6
<PAGE>

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>

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>

7
<PAGE>

--------
* 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".

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-

8
<PAGE>

dealer and (6) any person who for at least 90 days, has been an officer,
director or bona fide employee of any vendor who provides services to the
Sponsor and who purchases Units through a registered broker-dealer
(collectively, the "Discounted Purchases"). (For individuals associated with
McGraw Hill this privilege is only available for purchases of Units of the
Nuveen-Standard & Poor's Quality Buyback Portfolio and for individuals
associated with Dow Jones this privilege is only available for purchases of
Units of the Nuveen--The Dow 5sm Portfolio and the Nuveen--The Dow 10sm
Portfolio). However, if Part A of the Prospectus provides for a Second Year
Deferred Sales Charge (see "Risk/Return Summary--Fees and Expenses" in Part A
of the Prospectus) such Unitholders that hold their Units on or after the
Second Year Commencement Date (as defined in Part A of the Prospectus) will be
subject to the Second Year Deferred Sales Charge. Notwithstanding anything to
the contrary in this Prospectus, investors who purchase Units as described in
this paragraph will not receive sales charge reductions for quantity
purchases.

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

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

Market for Units

During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price based upon the pro rata share per Unit
of the aggregate underlying value of the Securities in such Trust 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 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. However, if so provided in Part A of the Prospectus,
Unitholders who elect to roll their Units into a new series of the Trust or a
trust with a similar investment strategy during the Mid-term Special
Redemption and Liquidation Period or Unitholders who sell or redeem their
Units prior to the Second Year Commencement Date will not be subject to the
Second Year Deferred Sales Charge and accordingly are only responsible for the
remaining First Year Deferred Sales Charge. (See "REDEMPTION.")

In connection with its secondary market making activities, the Sponsor may
from time to time enter into secondary market joint account agreements with
other brokers and dealers. Pursuant to such an agreement, the Sponsor will
generally purchase Units from the broker or dealer at the Redemption Price

9
<PAGE>

(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

GRANTOR TRUSTS

The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units of the
Trusts other than the Nuveen REIT Sector Portfolio (the "Grantor Trusts"). The
summary is limited to investors who hold the Units of the Grantor Trusts as
"capital assets" (generally, property held for investment) within the meaning
of Section 1221 of the Internal Revenue Code of 1986 (the "Code"). Unitholders
of the Grantor Trusts 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 Grantor Trust. For purposes of the
following discussion and opinions, it is assumed that each Security is equity
for Federal income tax purposes.

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

1. Each Grantor 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 a Grantor Trust under the
Code; and the income of a Grantor 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 Grantor
Trust asset when such income is considered to be received by a Grantor
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 a Grantor Trust regardless of whether such
dividends are used to pay a portion of the deferred sales charge.
Unitholders will be taxed in this manner regardless of whether
distributions from a Grantor Trust are actually received by the Unitholder
or are automatically reinvested.

2. Each Unitholder will have a taxable event when a Grantor 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

10
<PAGE>

held by a Grantor 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 a Grantor 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 a Grantor 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 a Grantor 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 a
Grantor 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 Grantor 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 a Grantor 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.

Dividends Received Deduction. A corporation that owns Units of a Grantor
Trust will generally be entitled to a 70% dividends received deduction with
respect to such Unitholder's pro rata portion of dividends received by a
Grantor 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 of a Grantor Trust 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.

11
<PAGE>

To the extent dividends received by a Grantor Trust are attributable to
foreign corporations, a corporation that owns Units will not be entitled to
the dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations. 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 Grantor 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 Grantor Trust as miscellaneous itemized deductions subject to
this limitation. Unitholders should consult with their tax advisers regarding
the limitations on the deductibility of Grantor Trust expenses.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Grantor Trust or Disposition of Units. As discussed above, a Unitholder may
recognize taxable gain (or loss) when a Security is disposed of by a Grantor
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 a
Grantor Trust involved including his or her pro rata portion of all the
Securities represented by the Unit.

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

Special Tax Consequences of In-Kind Distributions Upon Redemption of Units,
Termination of a Grantor 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 Grantor 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 Grantor Trust, a Unitholder is considered as owning a pro
rata portion of each of a Grantor 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 Grantor Trust will result in a Unitholder receiving
whole shares of stock plus, possibly, cash.

12
<PAGE>

The potential tax consequences that may occur under an In-Kind Distribution
from a Grantor Trust 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 a Grantor Trust. However, if a
Unitholder also receives cash in exchange for a fractional share of a Security
held by a Grantor Trust, such Unitholder will generally recognize gain or loss
based upon the difference between the amount of cash received by the
Unitholder and his or her tax basis in such fractional share of a Security
held by a Grantor Trust.

Because each Grantor 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 a Grantor 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 a Grantor 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 Grantor 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 a Grantor Trust in accordance with the proportion of the
fair market values of such Securities on the valuation date nearest the date
the Units are purchased in order to determine such Unitholder's tax basis for
his or her pro rata portion of each Security.

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

General. Each Grantor Trust 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 a Grantor Trust to such Unitholder (including amounts received upon the
redemption of Units) will be subject to back-up withholding. Distributions by
a Grantor 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

13
<PAGE>

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 a Grantor
Trust.

It should be noted that payments to a Grantor 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 Grantor 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 Grantor Trust, the Trustee will furnish to each
Unitholder a statement containing information relating to the dividends
received by a Grantor Trust on the Securities, the gross proceeds received by a
Grantor Trust from the disposition of any Security (resulting from redemption
or the sale of any Security) and the fees and expenses paid by a Grantor 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 Grantor
Trusts for New York tax matters, under the existing income tax laws of the
State of New York, each Grantor Trust is not an association taxable as a
corporation and the income of each Grantor 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") of a Grantor Trust with regard to federal and
certain aspects of New York State and City income taxes. Unitholders may be
subject to taxation in New York or in other jurisdictions and should consult
their own tax advisers in this regard. As used herein, the term "U.S.
Unitholder" means an owner of a Unit in a Grantor 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.

REGULATED INVESTMENT COMPANIES

The Nuveen REIT Five-Year Sector Portfolio (the "RIC Trust") has elected and
intends to qualify on a continuing basis for special federal income tax
treatment as a "regulated investment company" (a "RIC") under the Internal
Revenue Code of 1986, as amended (the "Code"). The RIC Trust so qualifies and
timely distributes to Unitholders 90% or more of its taxable income (without
regard to its net capital gain, i.e., the excess of its net long-term capital
gain over its net short-term capital loss), it will not be subject to Federal
income tax on the portion of its taxable income (including any net capital
gain) that it distributes to Unitholders. In addition, to the extent the RIC
Trust timely distributes to Unitholders at least 98% of its taxable income
(including any net capital gain), it will not be subject to the 4% excise

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tax on certain undistributed income of RICs. Because the RIC Trust intends to
timely distribute its taxable income (including any net capital gain), it is
anticipated that the RIC Trust will not be subject to Federal income tax or the
excise tax.

Distributions to Unitholders of the RIC Trust's income, other than
distributions which are designated as capital gain dividends, will be taxable
as ordinary income to Unitholders, except that to the extent that distributions
to a Unitholder in any year exceed the RIC Trust's current and accumulated
earnings and profits, they will be treated as a return of capital and will
reduce the Unitholder's basis in his Units and, to the extent that they exceed
his basis, will be treated as a gain from the sale of his Units as discussed
below. Although distributions generally will be treated as distributed when
paid, distributions declared in October, November or December, payable to
Unitholders of record on a specified date in one of those months and paid
during January of the following year will be treated as having been distributed
by the RIC Trust (and received by the Unitholders) on December 31 of the year
such distributions are declared.

Distributions of the RIC Trust's net capital gain which are properly
designated as capital gain dividends by the RIC Trust will be taxable to
Unitholders as long-term capital gain, regardless of the length of time the
Units have been held by a Unitholder. A Unitholder may recognize a taxable gain
or loss if the Unitholder sells or redeems his Units. Any gain or loss arising
from (or treated as arising from) the sale or redemption of Units will
generally be a capital gain or loss, except in the case of a dealer or a
financial institution. 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 generally subject to a maximum marginal stated tax
rate of 20% (10% in the case of certain taxpayers in the lowest tax bracket).
Capital gain or loss is long-term if the holding period for the asset is more
than one year, and is short-term if the holding period for the asset is one
year or less. The date on which a Unit is acquired (i.e., the "trade date") is
excluded for purposes for determining the holding period of the Unit. Capital
gains realized from assets held for one year or less are taxed at the same
rates as ordinary income. Note that if a Unitholder holds Units for six months
or less and subsequently sells such Units at a loss, the loss will be treated
as a long-term capital loss to the extent that any long-term capital gain
distribution is made with respect to such Units during the six-month period or
less that the Unitholder owns the Units.

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

In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
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.

Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the RIC Trust is
deferred. It is possible that for federal income tax purposes a portion of the
deferred sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge would be added
to the Unitholder's tax basis in his Units. In any case the income (or proceeds
from redemption) a Unitholder must take into account for federal income tax
purposes is not reduced by amounts deducted to pay the deferred sales charge.

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Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the RIC Trust so long as the
Units of the RIC Trust are held by or for 500 or more persons at all times
during the taxable year or another exception is met. In the event the Units of
the RIC Trust are held by fewer than 500 persons, additional taxable income may
be realized by the individual (and other noncorporate) Unitholders in excess of
the distributions received from the RIC Trust.

Distributions reinvested into additional Units of the RIC Trust will be taxed
to a Unitholder in the manner described above (i.e., as ordinary income, long-
term capital gain or as a return of capital).

Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the RIC Trust. See "Redemption." Unitholders
electing an in kind distribution of shares of Securities should be aware that
the exchange is subject to taxation and Unitholders will recognize gain or loss
(subject to various nonrecognition provisions under the Code) based on the
value of the Securities received. Investors electing an in kind distribution
should consult their own tax advisers with regard to such transaction.

The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be
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 RIC Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.

The foregoing discussion relates only to the federal income tax status of the
RIC Trust and to the tax treatment of distributions by the RIC Trust to United
States Unitholders.

A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from the RIC Trust which constitute dividends for Federal income
tax purposes (other than dividends which the RIC Trust designates as capital
gain dividends) will be subject to United States income taxes, including
withholding taxes. However, distributions received by a foreign investor from
the RIC Trust that are designated by the RIC Trust as capital gain dividends
should not be subject to United States Federal income taxes, including
withholding taxes, if all of the following conditions are met: (i) the capital
gain dividend is not effectively connected with the conduct by the foreign
investor of a trade or business within the United States, (ii) the foreign
investor (if an individual) is not present in the United States for 183 days or
more during his or her taxable year, and (iii) the foreign investor provides
all certification which may be required of his status (foreign investors may
contact the Sponsor to obtain a Form W-8 which must be filed with the Trustee
and refiled every three calendar year thereafter). Foreign investors should
consult their tax advisors with respect to United States tax consequences of
ownership of Units. Units in the RIC Trust and Trust distributions may also be
subject to state and local taxation and Unitholders should consult their tax
advisors in this regard.

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

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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,
trade names and intellectual property rights 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 "creation and
development fee" is accrued (and becomes a liability of each Trust) on a daily
basis. The dollar amount of the creation and development fee accrued each day,
which will vary with fluctuations in a Trust's net asset value, is determined
by multiplying the net asset value of the Trust on that day by 1/365 of the
annual creation and development fee. The total amount of any accrued but
unpaid creation and development fee is paid to the Sponsor on a monthly basis
from the assets of the applicable Trust. If you redeem your Units, you will
only be responsible for any accrued and unpaid creation and development fee
through the date of redemption. In connection with the creation and
development fee, in no event will the Sponsor collect over the life of the
Trust more than the amount provided in Part A of the Prospectus. The Sponsor
will not use this fee to pay distribution expenses or as compensation for
sales efforts.

The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "Risk/Return Summary--Fees and Expenses" appearing in
Part A of this Prospectus. The Trustee's Fee may be periodically adjusted in
response to fluctuations in short-term interest rates (reflecting the cost to
the Trustee of advancing funds to a Trust to meet scheduled distributions). In
addition, the Sponsor's Supervisory Fee, Bookkeeping and Administrative Fee,
Evaluator's Fee and the Trustee's Fee may be adjusted in accordance with the
cumulative percentage increase of the United States Department of Labor's
Consumer Price Index entitled "All Services Less Rent of Shelter" since the
establishment of the Trusts. In addition, with respect to any fees payable to
the Sponsor or an affiliate of the Sponsor for providing bookkeeping and other
administrative services, supervisory services and evaluation services,

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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 business day of
each month if the amount available for distribution equals at least $1.00 per
100 Units ("Capital Distribution Dates") to Unitholders of record on the
fifteenth day of each applicable month ("Capital Record Dates"). The Trustee
is not required to pay interest on funds held in the Capital Account of a
Trust (but may itself earn interest thereon and therefore benefit from the use
of such funds). A Unitholder's pro rata portion of the Capital Account, less
expenses, will be distributed as part of the final liquidation distribution.

It is anticipated that the deferred sales charge will be collected from the
Capital Account of the Trusts and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. To the extent that
amounts in the Capital Account are insufficient to satisfy the then current
deferred sales charge obligation, Securities may be sold to meet such
shortfall. Distributions of amounts necessary to pay the deferred portion of
the sales charge will be made to an account designated by the Sponsor for
purposes of satisfying a Unitholder's deferred sales charge obligations.

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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 or Mid-term liquidating
distribution for Mid-term Rollover Unitholders, 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. If Part A of the Prospectus provides for
Second Year Deferred Sales Charges for a Trust, any Units purchased prior to
the Second Year Commencement Date will be credited such additional Units to
offset the Second Year Deferred Sales Charges following the Second Year
Commencement Date.

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.

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Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from capital only reinvestment to reinvestment of both
capital and income or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units
in cash. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. There will be no
charge or other penalty for such change of election or termination. The
character of Trust distributions for income tax purposes will remain unchanged
even if they are reinvested in an Accumulation Fund.

Reports to Unitholders

The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at
any time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust that provides (1) a summary of
transactions in the Trust for such year; (2) any Security sold during the year
and the Securities held at the end of such year by the Trust; (3) the
redemption price per Unit based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts of income and capital distributed during such year.

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

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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.

Except in those cases in which the Securities are listed on a national or
foreign securities exchange or The NASDAQ Stock Market, Inc., and the closing
sales prices are used and except for Trust Fund Evaluations required by the
Indenture in determining Redemption Price, during the initial offering period,
the evaluations of the Securities shall generally be made in the manner
described above based on the closing ask or offering prices of the Securities
rather than the closing bid prices and on current offering side exchange rates.

With respect to any Security not listed on a foreign or U.S. securities
exchange or The NASDAQ Stock Market, Inc. or, with respect to a Security so
listed but in the unusual circumstance in which the Evaluator deems the closing
sale price on the relevant exchange to be inappropriate as a basis for
valuation, upon the Evaluator's request, the Sponsor shall, from time to time,
designate one or more evaluation services or other sources of information on
which the Evaluator shall be authorized conclusively to rely in evaluating such
Security, and the Evaluator shall have no liability for any errors in the
information so received. The cost thereof shall be an expense reimbursable to
the Trustee from the Income and Capital Accounts.

Distributions of Units to the Public

Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States of
America.

Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial banks
under an agreement to release such Units from time to time as needed for
distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
IRA purchases), whichever is less. The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units.

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.

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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.

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.

22
<PAGE>

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

Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the
volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.

Firms are not entitled to receive any dealer concession or volume incentives
for any sales made to investors which qualified as Discounted Purchases (as
defined in "PUBLIC OFFERING PRICE") during the primary or secondary market.
(See "PUBLIC OFFERING PRICE.")

Ownership and Transfer of Units

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

Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by Certificate(s), by presenting and surrendering such
Certificate(s) to the Trustee, The Chase Manhattan Bank, at 4 New York Plaza,
New York, NY 10004-2413, properly endorsed or accompanied by a written
instrument or instruments of transfer. The Certificate(s) should be sent
registered or certified mail for the protection of the Unitholders. Each
Unitholder must sign such written request, and such Certificate(s) or transfer
instrument, exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) 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.

23
<PAGE>

Redemption

Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position Confirmation)
to the Trustee at 4 New York Plaza, New York NY 10004-2413 (redemptions of
1,000 Units or more will require a signature guarantee), (2) in the case of
Units evidenced by a Certificate, by also tendering such Certificate to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signatures guaranteed as explained above, or provide satisfactory indemnity
required in connection with lost, stolen or destroyed Certificates and (3)
payment of applicable governmental charges, if any. Certificates should be
sent only by registered or certified mail to minimize the possibility of their
being lost or stolen. (See "OWNERSHIP AND TRANSFER OF UNITS.") No redemption
fee will be charged. A Unitholder may authorize the Trustee to honor telephone
instructions for the redemption of Units held in book entry form. Units
represented by Certificates may not be redeemed by telephone. The proceeds of
Units redeemed by telephone will be sent by check either to the Unitholder at
the address specified on his account or to a financial institution specified
by the Unitholder for credit to the account of the Unitholder. A Unitholder
wishing to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone Redemption
Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the completed Form is on file,
the Trustee will honor telephone redemption requests by any authorized person.
The time a telephone redemption request is received determines the "date of
tender" as discussed below. The redemption proceeds will be mailed within
three business days following the telephone redemption request. Only Units
held in the name of individuals may be redeemed by telephone; accounts
registered in broker name, or accounts of corporations or fiduciaries
(including among others, trustees, guardians, executors and administrators)
may not use the telephone redemption privilege.

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

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

24
<PAGE>

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 not traded on a U.S. securities exchange.

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.

25
<PAGE>

Special Redemption, Liquidation and Investment in a New Trust

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

All Units of Rollover Unitholders will be redeemed In-Kind during the
appropriate Special Redemption and Liquidation Period as determined by the
Sponsor and the underlying Securities will be distributed to the Distribution
Agent (currently the Trustee) on behalf of the Rollover Unitholders. During
the appropriate Special Redemption and Liquidation Period (as set forth in
"Rollover Trusts" in Part A 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.

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

26
<PAGE>

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

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

27
<PAGE>

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.

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.

28
<PAGE>

Successor Trustees and Sponsors

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

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

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

Information about the Sponsor

Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for investors seeking to build and sustain their wealth. More than 1.5
million investors have entrusted Nuveen to help them maintain the lifestyle
they currently enjoy.

To meet the unique circumstances and financial planning needs of our
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, defined portfolios,
exchange-traded funds, customized asset management services and cash management
products.

Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal offices located in Chicago (333 West Wacker
Drive).

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

29
<PAGE>

as Barron's, Changing Times, Forbes and Money Magazine; (4) the S&P 500 Index,
Dow Jones Industrial Average ("DJIA"), Nasdaq-100 Index or other unmanaged
indices and investment strategies; and/or (5) any combination of indices
including the S&P 500, DJIA or Nasdaq-100 Index. 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. The Sponsor may replace
the Trustee as Evaluator during the life of the Trusts.

The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If
upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.

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

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.

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<PAGE>

STANDARD & POOR'S Licensing Agreement

The GEMS 30 Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P
makes no representation or warranty, express or implied, to the owners of the
Trust or any member of the public regarding the advisability of investing in
securities generally or in the Trust particularly or the ability of the S&P
500 Index to track general stock market performance. S&P's only relationship
to the Licensee is the licensing of certain trademarks and trade names of S&P
and of the S&P 500 Index which is determined, composed and calculated by S&P
without regard to the Licensee or the Trust. S&P has no obligation to take the
needs of the Licensee or the owners of the Trust into consideration in
determining, composing or calculating the S&P 500 Index. S&P is not
responsible for and has not participated in the determination of the prices
and amount of the Trust or the timing of the issuance or sale of the Trust or
in the determination or calculation of the equation by which the Trust is to
be converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the Trust.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OF ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE TRUST, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED
THEREIN. S&P 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 S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR
ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

DOW JONES & COMPANY, INC. Licensing Agreement

The GEMS 30 Portfolio is not sponsored, endorsed, sold or promoted by Dow
Jones & Company, Inc. ("Dow Jones"). Dow Jones makes no representation or
warranty, express or implied, to the owners of the Trust or any member of the
public regarding the advisability of investing in securities generally or in
the Trust particularly. Dow Jones' only relationship to the Sponsor is the
licensing of certain trademarks, trade names and service marks of Dow Jones
and of the Dow Jones Industrial AverageSM, which is determined, composed and
calculated by Dow Jones without regard to the Sponsor or the Trust. Dow Jones
has no obligation to take the needs of the Sponsor or the owners of the Trust
into consideration in determining, composing or calculating the Dow Jones
Industrial AverageSM. Dow Jones is not responsible for and has not
participated in the determination of the timing of, prices at, or quantities
of the Trust to be issued or in the determination or calculation of the
equation by which the Trust is to be converted into cash. Dow Jones has no
obligation or liability in connection with the administration, marketing or
trading of the Trust.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGESM OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW
JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
THE DOW JONES INDUSTRIAL AVERAGESM OR ANY DATA INCLUDED THEREIN. DOW JONES
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 DOWN JONES INDUSTRIAL AVERAGESM OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

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<PAGE>

NASDAQ-100(R) Index Licensing Agreement

The Sponsor has entered into a license agreement with The Nasdaq Stock
Market, Inc. (the "License Agreement"), under which the GEM 30 Portfolio
(through the Sponsor) is granted a license to use the trademarks, service marks
and trade names "Nasdaq," "Nasdaq-100," and "Nasdaq-100 Index" solely in
materials relating to the creation and issuance, marketing and promotion of the
Trust and in accordance with any applicable federal and state securities law to
indicate the source of the Nasdaq-100 Index as a basis for determining the
composition of the Trust's portfolio. As consideration for the grant of the
license, the Trust will pay to The Nasdaq Stock Market, Inc. an annual fee. If
the Nasdaq-100 Index ceases to be compiled or made available or the anticipated
correlation between the Trust and the Nasdaq-100 Index is not maintained, the
Sponsor may direct that the Trust continue to be operated using the Nasdaq-100
Index as it existed on the last date on which it was available or may direct
that the Indenture be terminated.

Neither the Trust nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the Nasdaq-100 Index, except as specifically described
herein or as may be specified in the Indenture or the License Agreement.

The Trust is not sponsored, endorsed, sold or promoted by The Nasdaq Stock
Market, Inc. (including its affiliates) (the "Corporation"). The Corporations
have not passed on the legality or suitability of, or the accuracy or adequacy
of descriptions and disclosures relating to, the Trust or Units of the Trust.
The Corporations make no representation or warranty, express or implied to the
owners of Units of the Trust or any member of the public regarding the
advisability of investing in Securities generally or in Units of the Trust
particularly or the ability of the Nasdaq-100 Index to track general stock
market performance. The Corporations' only relationship to the Sponsor
("Licensee") and the Trust is in the licensing of certain trademarks, service
marks, and trade names of the Corporations and the use of the Nasdaq-100 Index
which is determined, composed and calculated by Nasdaq without regard to the
Licensee, the Trust or Unitholders of the Trust. Nasdaq has no obligation to
take the needs of the Licensee or the owners of the Trust into consideration in
determining, composing or calculating the Nasdaq-100 Index. The Corporations
are not responsible for and have not participated in the determination of the
timing, prices, or quantities of the Units of the Trust to be issued or in the
determination or calculation of the equation by which the Units of the Trust
are to be converted into cash. The Corporations have no liability in connection
with the administration of the Trust, marketing or trading of Units of the
Trust.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF UNITS OF THE TRUST, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS
MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES,
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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

32
<PAGE>

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
"NUVEEN DEFINED PORTFOLIOS" or "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 or the
Indenture. The Trustee shall advise the Unitholders of any amendment requiring
the consent of Unitholders, or upon request of the Sponsor, promptly after
execution thereof.

Termination of Indenture

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.

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<PAGE>

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

August 8, 2000

Sponsor
Nuveen Investments
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

Chapman and Cutler
Legal Counsel 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

August 8, 2000

NUVEEN UNIT TRUSTS, SERIES 99

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 August 8, 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, Nuveen Investments, is also the principal underwriter of the
Accumulation Funds listed in the following table. Each of these funds is an
open-end, diversified management investment company into which Unitholders may
choose to reinvest Trust distributions automatically, without any sales charge.
Unitholders may reinvest both interest and capital distributions or capital
distributions only. Each Accumulation Fund has investment objectives which
differ in certain respects from those of the Trusts and may invest in securities
which would not be eligible for deposit in the Trusts. The investment adviser to
each Accumulation Fund is a wholly-owned subsidiary of the Sponsor. Unitholders
should contact their financial adviser or the Sponsor to determine which of the
Accumulation Funds they may reinvest into, as reinvestment in certain of the
Accumulation Funds may be restricted to residents of a particular state or
states. Unitholders may obtain a prospectus for each Accumulation Fund through
their financial adviser or through the Sponsor at (800) 257-8787. For a more
detailed description, Unitholders should read the prospectus of the Accumulation
Fund in which they are interested.

The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.

Accumulation Funds

Mutual Funds

Nuveen Flagship Municipal Trust

Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund

Nuveen Flagship Multistate Trust I

Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund

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<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

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<PAGE>

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

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

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

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

INFORMATION ABOUT THE SPONSOR

Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments
designed for investors seeking to build and sustain their wealth. More than 1.5
million investors have entrusted Nuveen to help them maintain the lifestyle they
currently enjoy.

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<PAGE>

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

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<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 $70 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, Mobile Web, Telecommunications Paradigm, Communications,
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, services and prices, particularly in
the managed care arena, 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. In addition intense
competition, competitive pricing, high development costs and insurance costs
may significantly affect the value of biotechnology companies.

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.

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

The Utility, Energy and Fuel Cell Sector Portfolios invest in Securities of
companies involved in the energy, utility 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;
environmental activities related to the solution of energy problems, such as
energy conservation and pollution control and other utility industries.

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.

The Utility Sector Portfolio includes electric, natural gas and other
utility companies that create, manufacture and develop technological
applications, including natural gas vehicles, fuel cells and super efficient
boilers for electric generation. Securities of companies in the utility field
are subject to value and price fluctuations caused by certain factors, including
government regulations, taxes, rate caps, changes in supplies, prices and
interest rates, energy conservation international politics and environmental
considerations that limit operations, delay technological advances, increase
costs, and increase competition which increases the difficulty of obtaining
financing for construction projects and of obtaining adequate capital return.

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.

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.

Real Estate Investment Trusts. An investment in the Trust should be made
with an understanding of the risks inherent in an investment in REITs
specifically and in real estate generally (in addition to securities market
risks). The underlying value of the Securities and the Trust's ability to make
distributions to Unitholders may be adversely affected by changes in the
national, state and local economic climate and real estate conditions (such as
oversupply of or reduced demand for space, changes in market rental rates or
declining property values), increasing values and reduced supply of desirable
properties for acquisition, perceptions of prospective tenants of the safety,
convenience and attractiveness of the properties, the ability of the owner to
provide adequate management, maintenance and insurance, the ability to collect
on a timely basis all rents from tenants, tenant defaults, the cost of complying
with the Americans with Disabilities Act, rising inflation rates, increased
competition from other properties, obsolescence of properties, changes in the
availability, cost and terms of mortgage funds, the impact of present or future
environmental legislation and compliance with environmental laws, the ongoing
need for capital improvements, particularly in older properties, changes in real
estate tax rates and other operating expenses, regulatory and economic
impediments to raising rents, adverse changes in governmental rules and fiscal
policies, dependency on management skills, civil unrest, acts of God, including
earthquakes and other natural disasters (which may result in uninsured losses),
acts of war, adverse changes in zoning laws, and other factors which are beyond
the control of the issuers of the REITs in the Trust.

The value of the REITs may at times be particularly sensitive to
devaluation in the event of rising interest rates. Equity REITs are less likely
to be affected by interest rate fluctuations than mortgage REITs and the nature
of the underlying assets of an equity REIT may be considered more tangible than
that of a mortgage REIT. Equity REITs are more likely to be adversely affected
by changes in the value of the underlying properties they own, or are
acquiring, than mortgage REITs.

REITs may concentrate investments in specific geographic areas or in
specific property types, i.e., hotels, shopping malls, residential complexes and
office buildings. The impact of economic conditions on REITs can also be
expected to vary with geographic location and property type. Investors should be
aware that the REITs may not be diversified and are subject to the risks of
financing projects. REITs are also subject to defaults by borrowers,
self-liquidation, the market's perception of the REIT industry generally, and
the possibility of failing to qualify for pass-through of income under the
Internal Revenue Code, and to maintain exemption from the Investment Company Act
of 1940. A default by a borrower or lessee may cause the REIT to experience
delays in enforcing its right as mortgagee or lessor and to incur significant
costs related to protecting its investments. In addition, because real estate
generally is subject to real property taxes, the REITs in the Trust may be
adversely affected by increases or decreases in property tax rates and
assessments or reassessments of the properties underlying the REITs by taxing
authorities. Furthermore, because real estate is relatively illiquid, the
ability of REITs to vary their portfolios in response to changes in economic and
other conditions may be limited and may adversely affect the value of the Units.
There can be no assurance that any REIT will be able to dispose of its
underlying real estate assets when advantageous or necessary. In an effort to
reduce the impact of the risks discussed above, the Sponsor has selected REITs
that are diversified among various real estate sectors and geographic locations.

REITs generally maintain comprehensive insurance on presently owned and
subsequently acquired real property assets, including liability, fire and
extended coverage. However, certain types of losses may be uninsurable or not be
economically insurable as to which the underlying properties are at risk in
their particular locales. There can be no assurance that insurance coverage will
be sufficient to pay the full current market value or current replacement cost
of any lost investment. Various factors might make it impracticable to use
insurance proceeds to replace a facility after it has been damaged or destroyed.
Under such circumstances, the insurance proceeds received by a REIT might not be
adequate to restore its economic position with respect to such property.

Under various environmental laws, a current or previous owner or operator
of real property may be liable for the costs of removal or remediation of
hazardous or toxic substances on, under or in such property. Such laws often
impose liability whether or not the owner or operator caused or knew of the
presence of such hazardous or toxic substances and whether or not the storage of
such substances was in violation of a tenant's lease. In addition, the presence
of hazardous or toxic substances, or the failure to remediate such property
properly, may adversely affect the owner's ability to borrow using such real
property as collateral. No assurance can be given that one or more of the REITs
in the Trust may not be presently liable or potentially liable for any such
costs in connection with real estate assets they presently own or subsequently
acquire while such REITs are held in the Trust.

Unitholders will be unable to dispose of any of the Securities in the
Portfolio, as such, 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 the Trust and will vote such stocks in accordance with the
instructions of the Sponsor.

-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 contains a prospectus that may
include separate unit investment trusts. The prospectus will consist of a Part
A, a Part B and an Information Supplement.

D. Undertakings

The Information Supplement to the Trust(s) will not include third party
financial information.

S-1
<PAGE>

Signatures

The Registrant, Nuveen Unit Trusts, Series 99 hereby identifies Series 94,
Series 93, 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 99 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 8th day of
August, 2000.

NUVEEN UNIT TRUSTS, SERIES 99
(Registrant)

By NUVEEN INVESTMENTS
(Depositor)

By /s/ H. Bruce Bond
------------------------------------
Managing Director and Vice President

Attest Nicholas Dalmaso
--------------------------------
Assistant Secretary

S-2
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:

<TABLE>
<CAPTION>
Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors,)
Chief Executive Officer ) Larry W. Martin
and Director ) --------------------
) Larry W. Martin
John P. Amboian President and Director ) Attorney-in-Fact**
)
)
Margaret E. Wilson Vice President and ) August 8, 2000
Controller )
</TABLE>

---------

* The titles of the persons named herein represent their capacity in and
relationship to Nuveen Investments, 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
Nuveen Investments, 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.

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.

S-5