NUVEEN UNIT TRUSTS SERIES 109, 497, 2000-11-17

NUVEEN UNIT TRUSTS SERIES 109
497, 2000-11-17

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<PAGE>

[NUVEEN LOGO]

Nuveen Unit Trusts, Series 109

Nuveen--Dow Jones Global Titans Index(SM) Portfolio,
November 2000
Nuveen Nasdaq-100 Index Portfolio,
November 2000

Prospectus Part A dated November 15, 2000

.Portfolios Invest in Stocks Included in the Indices
.Portfolios Seek Capital Appreciation
.Reinvestment Option
.Letter of Intent Available

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation
to the contrary is a criminal offense.
INX-11-00-P
<PAGE>

Nuveen Unit Trusts, Series 109 CUSIP Nos:

Dividend in
Cash Reinvested Wrap
Nuveen--Dow Jones Global Titans Index(SM) 67066R175 67066R183 67066R191
Portfolio, November 2000
Nuveen Nasdaq-100 Index Portfolio, 670922244 670922251 670922269
November 2000

Overview

Nuveen Unit Trusts, Series 109 includes the separate unit investment trusts
listed above. Each Portfolio seeks to provide capital appreciation by investing
in the common stocks included in the respective indices.

The securities held by the Portfolios will be periodically adjusted to generally
reflect the current selections and weightings of the indices. The Portfolios are
scheduled to terminate in approximately five years. Nuveen Investments ("Nuveen"
or the "Sponsor") serves as the Sponsor of the Portfolios.

Contents

2 Overview
3 Nuveen--Dow Jones Global Titans
Index(SM) Portfolio, November 2000
3 Risk/Return Summary
3 Investment Objective
3 Investment Strategy
3 Security Selection
3 Dow Jones Global Titans Index(SM)
3 Index Portfolios
4 Industry Diversification
4 Primary Risks
4 Investor Suitability
4 Fees and Expenses
6 Schedule of Investments
8 Nuveen Nasdaq-100 Index
Portfolio, November 2000
8 Risk/Return Summary
8 Investment Objective
8 Investment Strategy
8 Security Selection
8 The Nasdaq-100 Index
8 Index Portfolios
8 Industry Diversification
8 Primary Risks
9 Investor Suitability
9 Fees and Expenses
11 Schedule of Investments
13 How to Buy and Sell Units
13 Investing in the Portfolios
13 Sales or Redemptions
13 Risk Factors
15 Distributions
15 Income Distributions
15 Capital Distributions
15 General Information
15 Termination
16 The Sponsor
16 Dealer Concessions
16 Optional Features
16 Letter of Intent
16 Reinvestment
16 Nuveen Mutual Funds
17 Notes to Portfolios
18 Statements of Condition
19 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.

"Dow Jones Industrial Average(SM)", The Dow 5(SM), The Dow 10(SM), "DJIA(SM)"
and Dow Jones Global Titans Index(SM) are service marks of Dow Jones & Company,
Inc. ("Dow Jones") and have been licensed for use for certain purposes by Nuveen
on behalf of the Nuveen-Dow Jones Global Titan Index(SM) Portfolio (the "Global
Titans Portfolio"). The Global Titans Portfolio is not endorsed, sold or
promoted by Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Portfolio.

The Nasdaq-100(R), Nasdaq-100 Index(R), and Nasdaq(R) are trade or service marks
of The Nasdaq Stock Market, Inc. (which with its affiliates are the
Corporations) and are licensed for use by Nuveen. The Nuveen Nasdaq-100 Index
Portfolio (the "Nasdaq-100 Portfolio") has not been passed on by the
Corporations as to its legality or suitability. The Nasdaq-100 Portfolio is not
issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE
NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE NASDAQ-100 INDEX OR THE
NASDAQ-100 PORTFOLIO.

---
2
<PAGE>

Nuveen--Dow Jones Global Titans IndexSM Portfolio, November 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the securities included in the Dow Jones Global Ti-
tans Index. The securities held by the Portfolio will be periodically adjusted
to generally replicate the current selections and weightings of the Dow Jones
Global Titans Index.

Security Selection

We select the securities for the Portfolio in the following manner:

. On the Initial Date of Deposit, the Portfolio consists of each of the stocks
included in the Dow Jones Global Titans Index.

. During an initial adjustment period that will not exceed 30 days, the Port-
folio will be modified to duplicate, to the extent practicable, the stocks
contained in the index and their weightings.

. Following the initial adjustment period, it is expected that:

--The Portfolio will continue to be invested in substantially all (at least
95%) of the stocks in the index; and

--The Sponsor will attempt to maintain a correlation between the Portfolio's
holdings and the index of .97 to .99 over the term of the Portfolio. Howev-
er, the performance of the Portfolio may not mirror the performance of the
index.

. Adjustments to the Portfolio's holdings will be made on an ongoing basis
when:

--The Portfolio invests in new securities to create new Units;

--Issues are removed from or added to the index;

--Securities are sold to meet redemptions, to pay sales charges and ex-
penses, or for tax reasons; or

--It is necessary to maintain the correlation between the Portfolio and the
index.

See "Composition of Trusts," "The Portfolios," and "Investment Supervision" in
Part B of the Prospectus for details.

With the foreign securities included in the Portfolio, the Portfolio may hold
either the stocks of the foreign companies or American Depositary Receipts
("ADRs") of those companies. See "Risk Factors" for a discussion of ADRs and
the risks associated with foreign securities.

Dow Jones Global Titans IndexSM

The Dow Jones Global Titans Index is composed of 50 of some of the world's
most well known and well established blue-chip companies, and provides consid-
erable exposure to global markets.

The major characteristics and key benefits of the companies included in the
Dow Jones Global Titans Index can be summarized into the following points:

.Market leadership;

.Multinational exposure;

.Global diversification;

.High liquidity;

.Low turnover;

. Sufficient market coverage;

. Competitive performance;

. Independent characteristics; and

. Systematic procedures.

See "The Dow Jones Global Titans Index" in Part B of the Prospectus for addi-
tional information regarding the index.

Index Portfolios

Index Portfolios strive to mirror market index performance by investing in a
broad cross-section of securities. The Sponsor believes that equity index
portfolios can provide aggressive growth potential and complement other in-
vestments in your portfolio, further diversifying your investment holdings and
methods.

Indexing has the potential to lower risk through increased diversification.
While diversification cannot protect against broad market downswings, it can
reduce the impact of a dramatic decline of any one specific sector or indus-
try. An investor can further lower portfolio risk by investing in several in-
dices.

---
3
<PAGE>

Industry Diversification

Based upon the principal business of each issuer and current market values,
the index, as of November 8, 2000, represented the following industries:

<TABLE>
<CAPTION>
Approximate
Industry Index Percentage
-------- ----------------
<S> <C>
Auto-Cars/Light Trucks 4.23%
Beverages--Non-Alcoholic 2.09
Chemicals--Diversified 4.65
Computers--Software 4.02
Computers--Micro 1.50
Cosmetics & Toiletries 6.01
Diversified Financial Services 9.65
Diversified Manufacturing 1.06
Food--Misc. 1.33
Medical Products 1.99
Medical--Drugs 6.22
Money Center Banks 7.52
Multi-Line Insurance 4.58
Multimedia 1.05
Networking 5.69
Oil Companies--Integrated 11.50
Retail--Discount 2.10
Semiconductors 4.16
Telecommunication Equipment 4.30
Telephone Services 6.68
Telephone--Integrated 6.95
Telephone--Local 1.44
Tobacco 1.30
-----
Total 100%
</TABLE>

Primary Risks

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

. Stock prices can be volatile.

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

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

. The Portfolio will contain stocks of foreign companies. The Portfolio's in-
vestment in foreign stock presents additional risk, including currency risk.
Foreign companies may be affected by adverse political, diplomatic and eco-
nomic developments; changes in foreign currency exchange rates; taxes; less
publicly available information; greater price volatility; less liquidity and
other factors.

. The performance of the Portfolio may not sufficiently correspond with the
performance of the index. This is due to a variety of factors that include:

--the impracticability of owning each of the securities in the index with
the exact weightings at any given time;

--the possibility of tracking errors;

--the time that elapses between a change in the index and a change in the
Portfolio; and

--sales charges and expenses.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own the components of the Dow Jones Global Titans Index
in one convenient package;

. You want capital appreciation potential; and

. 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 an unmanaged index-
based equity 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.

Unitholder Sales Fees

<TABLE>
<CAPTION>
Percentage of Amount per
Public Offering $1,000
Price Invested(1)
--------------- -----------
<S> <C> <C>
Maximum Sales Charges
Deferred Sales Charge(2).......................... 4.50% $45.00
Creation and Development Fee Cap over the life of
the Portfolio(3)................................. 1.45% $14.50
----- ------
(the Annual Creation and Development Fee is 0.29%
of average daily net assets and is only charged
while a Unitholder remains invested)
Maximum Sales Charges (including Creation and
Development Fee Cap over the life of the
Portfolio)(3).................................... 5.95% $59.50
===== ======
</TABLE>

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4
<PAGE>

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..................................... $0.0104 0.104%
Sponsor's Supervisory Fee......................... $0.0035 0.035%
Bookkeeping and Administrative Fees............... $0.0025 0.025%
Evaluator's Fee................................... $0.0030 0.030%
Other Operating Expenses(4)....................... $0.0068 0.068%
------- ------
Total............................................. $0.0262 0.262%
Maximum Organization Costs(5)..................... $0.0225 0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the
Initial Date of Deposit.

(2) As provided below, Unitholders are subject to a maximum transaction-based
sales charge (that does not include the Creation and Development Fee) (the
"Transactional Sales Charge") that consists of a Deferred Sales Charge.
The Maximum Transactional Sales Charge is a fixed dollar amount of $0.45
per Unit. The percentage provided is based on a $10 Unit as of the Initial
Date of Deposit and the percentage amount will vary over time. The entire
Transactional Sales Charge is deferred for investors who purchase Units
prior to the first deferred sales charge deduction (see below).

(3) The Creation and Development Fee (the "C&D Fee") compensates the Sponsor
for creating and developing the Portfolio. The annual C&D Fee is 0.29% of
the average daily net assets. The C&D Fee will only be charged for a given
Unitholder while the Unitholder remains invested. The Portfolio accrues
the C&D Fee daily during the life of the Portfolio based on its average
net asset value and pays the Sponsor monthly. In no event will the Sponsor
collect over the life of the Portfolio more than the C&D Fee Cap (provided
in the table above) of 1.45% of a Unitholder's initial investment.

(4) Other Operating Expenses include annual licensing fees paid to cover a li-
cense to use service marks, trademarks and trade names of Dow Jones but do
not include brokerage costs and other transactional fees.

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

The entire Transactional Sales Charge is deferred and deducted monthly in in-
stallments of $0.09 per Unit from June 29, 2001 through October 31, 2001. How-
ever, for Units purchased after the beginning of the deferred sales charge pe-
riod you will pay an up-front sales charge equal to the deferred sales charges
already collected. The Maximum Transactional Sales Charge will not exceed
5.95% of the Public Offering Price of the Units.

The maximum per Unit Transactional Sales Charges are reduced as follows:

<TABLE>
<CAPTION>
Your Maximum Transactional
If you buy the following number of Units:* Sales Charge will be:
----------------------------------------------------- --------------------------
<S> <C>
Less than 5,000...................................... $0.450
5,000 to 9,999....................................... $0.425
10,000 to 24,999..................................... $0.400
25,000 to 49,999..................................... $0.350
50,000 to 99,999..................................... $0.250
100,000 or more...................................... $0.150
</TABLE>

* Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, 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. All Units are
subject to the same Deferred Sales Charge. To allow investors who purchase
5,000 Units or more to pay a Transactional Sales Charge that is less than
the Deferred Sales Charge, the Sponsor provides such investors with addi-
tional 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.

Example

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

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

<TABLE>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------- ------- ---------
<S> <C> <C>
$527.70 $697.01 $862.31
</TABLE>

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

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5
<PAGE>

--------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, November 15, 2000)

Nuveen--Dow Jones Global Titans IndexSM Portfolio, November 2000

<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Trust(2)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Auto--Cars/Light Trucks 4.23%
20 DaimlerChrysler AG (5) DCX 0.62 $ 46.4000 $ 928
47 Ford Motor Company F 0.72 25.3125 1,190
12 General Motors Corporation GM 0.50 57.5625 691
44 Toyota Motor, ADR (6) TM 2.40 81.4200 3,582
Beverages--Non-Alcoholic 2.09
52 The Coca-Cola Company KO 2.09 60.5625 3,149
Computers--Software 4.65
103 Microsoft Corporation MSFT 4.65 68.8125 7,088
Computers--Micro 4.02
41 Hewlett-Packard Company HWP 1.16 37.0000 1,517
43 International Business Machines Corporation IBM 2.86 99.5000 4,279
Cosmetics & Toiletries 1.50
30 The Procter & Gamble Company PG 1.50 72.4375 2,173
Diversified Financial Services 6.01
111 Citigroup Inc. C 3.80 50.7500 5,633
136 Lloyds TSB Group Plc (4) LLOY.L 0.89 9.9032 1,347
28 Morgan Stanley Dean Witter & Co. MWD 1.31 67.8750 1,901
Diversified Manufacturing 9.65
244 General Electric Company GE 8.60 52.7500 12,871
14 Siemens AG (4) SIEG.F 1.05 116.2634 1,628
Electronics 1.06
20 Sony Corporation, ADR (6) SNE 1.06 80.8750 1,618
Food--Misc/Diversified 1.33
1 Nestle SA (4) NSRGY 1.33 2,115.7752 2,116
Medical Products 1.99
32 Johnson & Johnson JNJ 1.99 94.6250 3,028
Medical--Drugs 6.22
57 Merck & Co., Inc. MRK 3.38 91.0625 5,191
71 Novartis AG, ADR (6) NVS 1.78 39.6250 2,813
1 Roche Holding Ltd. (4) ROCZg.S 1.06 9,591.7500 9,592
Money Center Banks 7.52
41 Bank of America Corporation BAC 1.36 45.8750 1,881
109 Bank of Tokyo-Mitsubishi, Ltd., ADR (6) MBK 0.81 11.5625 1,260
32 The Chase Manhattan Corporation CMB 0.88 42.5625 1,362
6 Credit Suisse Group (4) CSGZn.S 0.70 186.4703 1,119
42 HSBC Holdings, Plc, ADR (6) HBC 1.85 73.4900 3,087
20 ING Groep N.V., ADR (6) ING 0.95 72.1250 1,443
11 UBS AG (5) UBS 0.97 140.4500 1,545
Multi-Line Insurance 4.58
4 Allianz AG (4) ALVG.DE 0.70 350.2479 1,401
49 American International Group, Inc. AIG 3.20 98.5625 4,830
16 AXA, ADR (6) AXA 0.68 69.0000 1,104
Multimedia 1.05
51 The Walt Disney Company DIS 1.05 30.9375 1,578
Networking 5.69
173 Cisco Systems Inc. CSCO 5.69 53.1250 9,191
Oil Companies--Integrated 11.48
93 BP Amoco Plc, ADR (6) BP 3.05 51.2500 4,766
86 Exxon Mobil Corporation XOM 4.92 89.8750 7,729
49 Royal Dutch Petroleum Company, ADR (6) RD 1.89 60.2500 2,952
36 Total Fina Elf SA, ADR (6) TOT 1.62 71.3750 2,570
Retail--Discount 2.10
68 Wal-Mart Stores, Inc. WMT 2.10 46.8750 3,188
</TABLE>

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6
<PAGE>

--------------------------------------------------------------------------------
Schedule of Investments--(continued)
(at the Initial Date of Deposit, November 15, 2000)

Nuveen--Dow Jones Global Titans IndexSM Portfolio, November 2000

<TABLE>
<CAPTION>
Market
Value Cost of
Number of Ticker Percentage of per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Trust(2)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Semiconductors 4.16%
157 Intel Corporation INTC 4.16 $40.9375 $ 6,427
Telecommunications Equipment 4.30
82 Lucent Technologies Inc. LU 1.21 23.3750 1,917
116 Nokia OYJ, ADR (6) NOK 3.09 40.8125 4,734
Telecommunication Services 6.68
67 Verizon Communication VZ 2.43 55.7500 3,735
152 Vodafone Group Plc, ADR (6) VOD 3.51 38.3125 5,824
71 MCI Worldcom Inc. WCOM 0.73 17.0625 1,211
Telephone Integrated 6.95
93 AT&T Corp. T 1.32 20.6875 1,924
16 British Telecommunications Plc, ADR (6) BTY 1.11 103.6250 1,658
31 Deutsche Telekom AG, ADR (6) DT 0.58 36.1250 1,120
10 France Telecom SA (4) FTE.PA 0.78 98.9440 989
84 SBC Communications Inc. SBC 3.16 57.3125 4,814
Telephone--Local 1.44
46 Bellsouth Corporation BLS 1.44 49.5625 2,280
Tobacco 1.30
56 Philip Morris Companies Inc. MO 1.30 34.6250 1,939
----- ------ --------
2,974 100.00% $161,941
===== ====== ========
</TABLE>
---------
See "Notes to Portfolios."
Advertising and sales literature may include brief descriptions of the
principal 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 Nasdaq-100 Index Portfolio, November 2000

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the securities included in the Nasdaq-100 Index. The
securities held by the Portfolio will be periodically adjusted to generally
replicate the current selections and weightings of the Nasdaq-100 Index.

Security Selection

We select the securities for the Portfolio in the following manner:

. On the Initial Date of Deposit, the Portfolio consists of each of the stocks
included in the Nasdaq-100 Index.

. During an initial adjustment period that will not exceed 30 days, the Port-
folio will be modified to duplicate, to the extent practicable, the stocks
contained in the index and their weightings.

. Following the initial adjustment period, it is expected that:

--The Portfolio will continue to be invested in substantially all (at least
95%) of the stocks in the index; and

. Adjustments to the Portfolio's holdings will be made on an ongoing basis
when:

--The Portfolio invests in new securities to create new Units;

--Issues are removed from or added to the index;

--Securities are sold to meet redemptions, to pay sales charges and ex-
penses, or for tax reasons; or

--It is necessary to maintain the correlation between the Portfolio and the
index.

See "Composition of Trusts," "The Portfolios," and "Investment Supervision" in
Part B of the Prospectus for details.

The Nasdaq-100 Index

The Nasdaq-100 Index is composed of 100 of the largest and most active non-fi-
nancial domestic and international issues listed on the Nasdaq Stock Market,
Inc. ("Nasdaq"). The Nasdaq, the fastest growing stock market in the U.S.,
lists nearly 5,000 companies and trades more shares per day than any other ma-
jor U.S. market. See "The Nasdaq-100 Index" in Part B of the Prospectus for
additional information regarding the index.

Index Portfolios

Industry Diversification

Based upon the principal business of each issuer and current market values,
the index as of November 8, 2000, represented the following industries:

<TABLE>
<CAPTION>
Approximate
Industry Index Percentage
-------- ----------------
<S> <C>
Biotechnology 0.20%
Computer Services 1.80
Computers 9.18
Electronics 2.12
Health Care 5.99
Internet 6.11
Media 2.95
Networking 11.45
Retail 1.97
Semiconductors 16.64
Software 17.74
Telecommunications Equipment 16.31
Telecommunications 4.77
Telephone 1.39
Other 1.38
------
Total 100.00%
======
</TABLE>

Primary Risks

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

. Stock prices can be volatile.

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

---
8
<PAGE>

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

. The Portfolio is concentrated in the software and technology industries. Ad-
verse developments in these industries may affect the value of your Units.
Companies involved in the software and technology industries must contend
with rapid changes in technology, intense competition, government regula-
tion, and the rapid obsolescence of products and services.

. The Portfolio may contain stocks of foreign companies. The Portfolio's in-
vestment in foreign stock presents additional risk. Foreign companies may be
affected by adverse political, diplomatic and economic developments; changes
in foreign currency exchange rates; taxes; less publicly available informa-
tion; greater price volatility; less liquidity and other factors.

. The performance of the Portfolio may not sufficiently correspond with the
performance of the index. This is due to a variety of factors that include:

--the impracticability of owning each of the securities in the index with
the exact weightings at any given time;

--the possibility of tracking errors;

--the time that elapses between a change in the index and a change in the
Portfolio; and

--sales charges and expenses.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own the components of the Nasdaq-100 Index in one conve-
nient package;

. You want capital appreciation potential;

. 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 an unmanaged index-
based equity 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.

Unitholder Sales Fees

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..................................... $0.0095 0.095%
Sponsor's Supervisory Fee......................... $0.0035 0.035%
Bookkeeping and Administrative Fees............... $0.0025 0.025%
Evaluator's Fee................................... $0.0030 0.030%
Other Operating Expenses(4)....................... $0.0055 0.055%
------- ------
Total............................................. $0.0240 0.240%
Maximum Organization Costs(5)..................... $0.0225 0.225%
</TABLE>
---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price as of the Ini-
tial Date of Deposit.

---
9
<PAGE>

Deposit and the percentage amount will vary over time. The entire
Transactional Sales Charge is deferred for investors who purchase Units prior
to the first deferred sales charge deduction (see below).

(4) Other Operating Expenses include annual licensing fees paid to cover a
license to use service marks, trademarks and trade names of Nasdaq but do
not include brokerage costs and other transactional fees.

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

The entire Transactional Sales Charge is deferred and deducted monthly in
installments of $0.09 per Unit from June 29, 2001 through October 31, 2001.
However, for Units purchased after the beginning of the deferred sales charge
period you will pay an upfront sales charge equal to the deferred sales charges
already collected.The Maximum Transactional Sales Charge will not exceed 5.95%
of the Public Offering Price of the Units.

The maximum per Unit Transactional Sales Charge are reduced as follows:

<TABLE>
<CAPTION>
Your Maximum
Transactional
If you buy the following number of Units:* Sales Charge will be:
---------------------------------------------------------- ---------------------
<S> <C>
Less than 5,000........................................... $0.450
5,000 to 9,999............................................ $0.425
10,000 to 24,999.......................................... $0.400
25,000 to 49,999.......................................... $0.350
50,000 to 99,999.......................................... $0.250
100,000 or more........................................... $0.150
</TABLE>

* Sales charge reductions are computed both on a dollar basis and on the 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. All Units are
subject to the same Deferred Sales Charge. To allow investors who purchase
5,000 Units or more to pay a Transactional Sales Charge that is less than the
Deferred Sales Charge, 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.

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>
$525.50 $633.59 $751.56
</TABLE>

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

---
10
<PAGE>

--------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, November 15, 2000)

Nuveen Nasdaq-100 Index Portfolio, November 2000

<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Portfolio(2)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
207 Cisco Systems, Inc. CSCO 7.20% $53.1250 $10,997
148 Microsoft Corporation MSFT 6.85 68.8125 10,184
192 Intel Corporation INTC 5.49 40.9375 7,860
56 Sun Microsystems SUNW 3.82 94.0000 5,264
76 JDS Uniphase Corporation JDSU 3.53 75.6250 5,748
73 QUALCOMM Incorporated QCOM 3.37 80.3750 5,867
192 Oracle Corporation ORCL 3.19 28.3750 5,448
34 VERITAS Software Corporation VRTS 3.12 124.1875 4,222
40 Siebel Systems, Inc. SEBL 2.79 94.1250 3,765
17 Juniper Networks Inc. JNPR 2.09 183.8125 3,125
27 Network Appliance, Inc. NTAP 1.90 96.2500 2,599
17 i2 Technologies, Inc. ITWO 1.79 143.2500 2,435
39 Amgen Inc. AMGN 1.66 64.1250 2,501
28 CIENA Corporation CIEN 1.62 104.0000 2,912
20 VoiceStream Wireless Corporation VSTR 1.58 119.3750 2,388
76 Nextel Communications, Inc. NXTL 1.57 34.8125 2,646
44 Palm Inc. PALM 1.56 51.7500 2,277
56 Immunex Corporation IMNX 1.55 40.1875 2,251
35 Gemstar International Group, Limited GMST 1.48 44.6875 1,564
36 Xilinx, Inc. XLNX 1.45 67.1250 2,417
78 Dell Computer Corporation DELL 1.41 25.8125 2,013
34 Linear Technology Corporation LLTC 1.36 60.3750 2,053
19 Ariba, Inc. ARBA 1.29 98.7500 1,876
32 Maxim Integrated Products, Inc. MXIM 1.25 66.0625 2,114
15 VeriSign Inc. VRSN 1.25 119.0625 1,786
79 ADC Telecommunications, Inc. ADCT 1.18 23.3125 1,842
28 Applied Micro Circuits Corporation AMCC 1.12 68.6719 1,923
14 PMC-Sierra, Inc.(5) PMCS 1.05 127.6875 1,788
11 Broadcom Corporation BRCM 1.05 158.8750 1,748
7 SDL, Inc. SDLI 1.02 248.9375 1,743
29 Paychex, Inc. PAYX 1.01 56.6875 1,644
14 Comverse Technology, Inc. CMVT 1.01 108.9375 1,525
19 Adobe Systems Incorporated ADBE 0.98 81.6250 1,551
34 Applied Materials, Inc. AMAT 0.98 41.4375 1,409
32 PeopleSoft, Inc. PSFT 0.97 43.2500 1,384
84 MCI WorldCom, Inc. WCOM 0.94 17.0625 1,433
21 Intuit Inc. INTU 0.92 58.9375 1,238
35 ComCast Corporation CMCSK 0.89 38.0625 1,332
46 Altera Corporation ALTR 0.87 31.6250 1,455
13 Sanmina Corporation SANM 0.85 99.8594 1,298
22 Yahoo! Inc. YHOO 0.85 59.4375 1,308
18 MedImmune, Inc. MEDI 0.83 61.5000 1,107
96 Telefonaktiebolaget LM Ericsson(5) ERICY 0.79 11.9844 1,151
19 Tellabs, Inc. TLAB 0.66 55.5625 1,056
16 Vitesse Semiconductor Corporation VTSS 0.66 66.0625 1,057
21 Starbucks Corporation SBUX 0.62 47.0625 988
15 Biogen, Inc. BGEN 0.59 55.5625 833
43 Metromedia Fiber Network, Inc. MFNX 0.57 20.4375 879
21 Chiron Corporation CHIR 0.56 38.0000 798
20 Concord EFS, Inc. CEFT 0.55 41.0625 821
8 QLogic Corporation QLGC 0.55 120.8750 967
20 EchoStar Communications Corporation DISH 0.55 36.1250 723
21 Level 3 Communications, Inc. LVLT 0.54 34.5000 725
17 Cintas Corporation CTAS 0.53 46.9375 798
16 eBay Inc. EBAY 0.53 47.6875 763
</TABLE>

---
11
<PAGE>

Schedule of Investments--(continued)
(at the Initial Date of Deposit, November 15, 2000)

Nuveen Nasdaq-100 Index Portfolio, November 2000

<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Portfolio(2)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
20 Biomet, Inc. BMET 0.53% $38.1875 $ 764
24 BroadVision, Inc. BVSN 0.50 33.5625 806
37 Apple Computer, Inc. AAPL 0.49 20.2500 749
9 Genzyme Corporation GENZ 0.49 79.3125 714
31 Bed Bath & Beyond Inc. BBBY 0.48 24.5000 760
19 Costco Wholesale Corporation COST 0.45 36.8750 701
24 XO Communication, Inc. XOXO 0.44 22.8125 548
13 Fiserv, Inc. FISV 0.44 50.5625 657
19 Amazon.com, Inc. AMZN 0.43 28.9375 550
38 McLeodUSA Incorporated MCLD 0.40 16.0000 608
16 PanAmSat Corporation SPOT 0.40 39.8750 638
28 USA Networks, Inc. USAI 0.39 20.3125 569
21 Conexant Systems, Inc. CNXT 0.39 29.3750 617
18 KLA-Tencor Corporation KLAC 0.35 30.5000 549
28 CMGI, Inc. CMGI 0.33 14.8125 415
11 Electronic Arts Inc. ERTS 0.32 43.9375 483
18 Citrix Systems, Inc. CTXS 0.29 26.1875 471
8 Molex Incorporated MOLX 0.26 50.5625 405
13 CNET Networks, Inc. CNET 0.26 26.5000 345
30 Parametric Technology Corporation PMTC 0.24 12.3750 371
28 Atmel Corporation ATML 0.24 12.1875 341
15 BMC Sotfware, Inc. BMCS 0.22 20.5000 308
12 Adelphia Communications Corporation ADLAC 0.21 32.3750 389
7 PACCAR Inc. PCAR 0.21 43.3750 304
25 Staples, Inc. SPLS 0.20 10.7500 269
15 RF Micro Devices, Inc. RFMD 0.20 23.0000 345
8 Novell, Inc. DLTR 0.19 37.9375 304
32 Dollar Tree Stores, Inc. NOVL 0.18 8.1250 260
12 RealNetworks, Inc. RNWK 0.18 21.3125 256
21 American Power Conversion Corporation APCC 0.17 12.9375 272
7 Sigma-Aldrich Corporation SIAL 0.17 37.3750 262
19 Smurfit-Stone Container Corporation SSCC 0.16 12.5625 239
24 At Home Corporation ATHM 0.16 10.0625 242
14 3Com Corporation COMS 0.15 15.6250 219
6 Synopsys, Inc. SNPS 0.14 35.8750 215
8 Microchip Technology Incorporated MCHP 0.14 28.2500 226
12 Network Associates, Inc. NETA 0.14 18.2500 219
6 Apollo Group, Inc. APOL 0.14 37.7500 227
13 Quintiles Transnational Corp. QTRN 0.13 15.1875 197
18 Compuware Corporation CPWR 0.10 8.9688 161
6 Northwest Airlines Corporation NWAC 0.10 29.1250 175
5 Herman Miller, Inc. MLHR 0.08 25.0000 125
7 Adaptec, Inc. ADPT 0.06 13.3125 93
8 Legato Systems, Inc. LGTO 0.05 10.0000 80
3 PacifiCare Health Systems, Inc. PHSY 0.01 13.1250 39
----- ------ --------
3,186 100.00% $151,086
===== ====== ========
</TABLE>
---------
See "Notes to Portfolios."

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

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

---
12
<PAGE>

How to Buy and Sell Units

Investing in the Portfolios

The minimum investment is normally $1,000 or 100 Units, whichever is less.
However, for IRA purchases the minimum investment is $500 or the nearest whole
number of Units whose value is less than $500.

You can buy Units from any participating dealer.

As of November 15, 2000, the Initial Date of Deposit, the per Unit Public Of-
fering Price for each Portfolio is $10.00. As described above, Units are sub-
ject to deferred sales charges and the C&D Fee, and in some cases, an upfront
sales charge. The Public Offering Price includes the sales charge and the es-
timated organization costs of $0.0225 per Unit. The Public Offering Price
changes every day with changes in the price of the securities. As of the close
of business on November 15, 2000, the number of Units of each Portfolio may be
adjusted so that the per Unit Public Offering Price will equal $10.00.

Wrap Account Purchasers and certain other investors descsribed in Part B of
the Prospectus may buy Units with a reduced Transactional Sales Charge of
$0.10 per Unit. Wrap Account arrangements generally involve additional fees
charged by your broker, financial advisor or financial planner.

The discount for Wrap Account Purchasers 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 Bank of New York,
generally on the basis of their closing sales prices on the applicable securi-
ties 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 for ad-
ditional information on investing in the Portfolio.

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 Bank of New York, on any business
day at their current market value.

Although not obligated to do so, the Sponsor, may maintain a market for Units
and offer to repurchase the Units at prices based on their current market val-
ue. If a secondary market is not maintained, a Unitholder may still redeem
Units through the Trustee.

During the period ending with the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period, the price at which the
Trustee will redeem Units and the price at which the Sponsor may repurchase
Units include estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.

Any applicable deferred sales charges remaining on Units at the time of their
sale or redemption will be collected at that time.

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

Risk Factors

You can lose money by investing in 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.

---
13
<PAGE>

. Correlation risk

The performance of a Portfolio may not sufficiently correspond to the per-
formance of the index due to a variety of factors that include:

--The impracticability of owning each of the securities in the index with
the exact weighting at a given time;

--The possibility of tracking errors;

--The time that elapses between a change in the index and a change in a
Portfolio; and

--Sales charges and expenses.

. Concentration risk

When stocks in a particular industry make up 25% or more of a Portfolio, it
is said to be "concentrated" in that industry, which makes a Portfolio less
diversified and subject to more market risk. The Nasdaq-100 Portfolio is
concentrated in the securities of software and technology companies.

Here is what you should know about the Nasdaq-100 Portfolio's concentration
in stocks of the software and technology industries:

--Companies involved in these industries must contend with:

rapid changes in technology;

intense competition;

dependence on key suppliers and supplies; termination of patent
protections;

rapid obsolescence of products and services;

cyclical market patterns;

government regulation;

high research and development costs;

evolving industry standards; and

frequent new product introductions.

--The stocks of many software and technology companies have exceptionally
high price-to-earnings ratios with little or no earnings histories.

--Many software and technology companies have experienced extreme price and
volume fluctuations that often have been unrelated to their operating per-
formance.

--An unexpected change in one or more of the technologies affecting an is-
suer's products or in the market for products based on a particular tech-
nology could have an adverse effect on an issuer's operating results.

--Operating results and customer relationships could be adversely affected
by:

an increase in price for, or an interruption or reduction in supply of,
any key components; and

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

.Foreign risks

Certain of the securities included in the 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
Trustee acts as the depositary for a number of ADRs. The presence of either
ADRs or other foreign securities in a Portfolio is indicated in the Schedule
of Investments for that Portfolio.

Foreign securities present risks beyond securities of U.S. issuers. Foreign
securities may be affected by:

--Adverse political, diplomatic and economic developments;

--Political or economic instability;

--Higher brokerage costs;

--Currency risk;

--Less liquidity;

--More volatile prices;

--Reduced government regulation;

--Different accounting standards;

--Foreign taxation; and

--Less publicly available information.

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 is
maintained by Cedel Bank S.A., the Euroclear System, or their successors.
These global custody and clearing institutions have entered into sub-custo-
dian relationships with the Trustee.

---
14
<PAGE>

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 foreign securities, or their dividends, the
Trustee will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, these
markets can be quite volatile, depending on the activity of the large inter-
national commercial banks, various central banks, large multi-national cor-
porations, speculators and other buyers and sellers of foreign currencies.
Since actual foreign currency transactions may not be instantly reported,
the exchange rates estimated by the Trustee may not reflect the amount a
Portfolio would receive, in U.S. dollars, had the Trustee sold any particu-
lar currency in the market. When instructed by the Sponsor, the Evaluator,
The Bank of New York, may utilize its own, or an affiliates, exchange rate
quotations.

. Litigation

Microsoft Corporation is included in the Portfolios. Microsoft is engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice and
several state Attorneys General. The complaints against Microsoft include
copyright infringement, unfair competition and anti-trust violations. The
claims seek injunctive relief and monetary damages. In the action brought
against Microsoft by the U.S. Department of Justice, the United States Dis-
trict Court for the District of Columbia issued findings of fact that included
a finding that Microsoft possesses and exercised monopoly power. The court
also recently entered an order finding that Microsoft exercised this power in
violation of the Sherman Antitrust Act and various state antitrust laws. Sub-
ject 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 company would offer
Microsoft's other software and Web products--such as Outlook, Internet Explor-
er, BackOffice and Microsoft Network. Microsoft has stated that it will appeal
this ruling. It is possible that any remedy could have a material adverse im-
pact on Microsoft, however, it is impossible to predict the impact that any
penalty may have on Microsoft's business in the future.

Distributions

Income Distributions

Cash dividends received by a Portfolio, net of expenses, will be paid on the
last business day of each June and December ("Income Distribution Dates"), be-
ginning December 29, 2000, to Unitholders of record each June 15 and December
15 ("Income Record Dates"), respectively.

Capital Distributions

Distributions of funds in the Capital Account, net of expenses, will be made
annually each December 31 ("Capital Distribution Date") to Unitholders of rec-
ord each December 15 ("Capital Record Date"). In certain circumstances, addi-
tional distributions may be made.

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

General Information

Termination

Commencing on November 14, 2005, the Mandatory Termination Date, the securi-
ties 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 Units may be surrendered.

Unitholders will receive a cash distribution within a reasonable time after
each Portfolio terminates. See "Distributions to Unitholders" and "Other In-
formation--Termination of Indenture" in Part B of the Prospectus for more de-
tails.

---
15
<PAGE>

The Sponsor

Since our founding in 1898, Nuveen Investments has been synonymous with in-
vestments that withstand the test of time. Today, we offer a range of equity
and fixed-income unit trusts designed to suit the unique circumstances and fi-
nancial planning needs of our investors. Nuveen, a leader in tax-efficient in-
vesting, believes that a carefully selected portfolio can play an important
role in building and sustaining the wealth of a lifetime. Nuveen began offer-
ing defined portfolios in 1961 and more than 1.5 million investors have
trusted Nuveen to help them maintain the lifestyle they currently enjoy.

The Prospectus describes in detail the investment objectives, policies and
risks of the Portfolios. We invite you to discuss the contents with your fi-
nancial advisor, or you may call us at 800-742-8860 for additional informa-
tion. Nuveen personnel may from time to time maintain a position in certain
stocks held by the Portfolio.

Dealer Concessions

The Sponsor plans to allow a concession of $0.35 per Unit for non-breakpoint
purchases of Units to dealer firms in connection with the sale of Units in a
given transaction. But, in no event will the concession exceed 4.279% of the
Public Offering Price.

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

<TABLE>
<CAPTION>
$ Concession
Number of Units* per Unit
---------------- ------------
<S> <C>
Less than 5,000.................................................... $0.350
5,000 to 9,999..................................................... $0.325
10,000 to 24,999................................................... $0.300
25,000 to 49,999................................................... $0.250
50,000 to 99,999................................................... $0.150
100,000 or more.................................................... $0.075
Wrap Account Purchasers............................................ 0.000
</TABLE>
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to 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.

Optional Features

Letter of Intent (LOI)

Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
The minimum LOI investment is $50,000. See "Public Offering Price" in Part B
of the Prospectus for details.

Reinvestment

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

Nuveen Mutual Funds

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

---
16
<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 November 14, 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>
Value of Cost to
Securities Sponsor Gain (loss)
----------- ----------- -----------
<S> <C> <C> <C>
Global Titans Portfolio..................... $161,941.00 $160,758.00 $1,183
Nasdaq-100 Portfolio........................ $151,086.00 $151,167.00 $ (81)
</TABLE>

(3) The percentages listed represent each Security's proportionate relation-
ship of all index stocks based on market value as of November 8, 2000. Be-
cause the stocks included in the index and the value of such stocks may
change from time to time, and because the Portfolio may not be able to du-
plicate the index exactly, the percentages set forth do not represent the
actual weighting of each Security listed in the Schedule of Investments on
the Initial Date of Deposit or on any subsequent date.

(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.

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
future Nuveen Defined Portfolios, the portfolios will contain different stocks
from those described in this Prospectus.

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

---
17
<PAGE>

Statements of Condition
(at the Initial Date of Deposit, November 15, 2000)

<TABLE>
<CAPTION>
Global Nasdaq-
Titans 100
Portfolio Portfolio
--------- ---------
<S> <C> <C>
Trust Property
Investment in Securities represented by purchase con-
tracts(1)(2)............................................. $161,941 $151,086
======== ========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)................................ $ 7,287 $ 6,799
Reimbursement of Sponsor for organization costs(4)...... $ 364 $ 340
-------- --------
Total................................................ $ 7,651 $ 7,139
======== ========
Interest of Unitholders:
Units of fractional undivided interest outstanding...... 16,194 15,108
Cost to investors(5).................................... $161,941 $151,086
Less: Gross underwriting commission(6)................. $ 7,287 $ 6,799
Less: Organization costs(4)............................ $ 364 $ 340
-------- --------
Net amount applicable to investors...................... $154,290 $143,947
-------- --------
Total................................................ $161,941 $151,086
======== ========
</TABLE>
---------

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

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

(3) Represents the amount of mandatory distributions from a Portfolio ($0.45
per Unit), payable to the Sponsor in five equal monthly installments of
$0.09 per Unit beginning on June 29, 2001, and on the last business day of
each month thereafter through October 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 each Portfolio.

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

(6) The gross underwriting commission of $0.45 per Unit has been calculated on
the assumption 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.)

---
18
<PAGE>

Report of Independent Public Accountants

To the Board of Directors of Nuveen Investments and Unitholders of Nuveen Unit
Trusts, Series 109:

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 109 as of November 15, 2000. These financial state-
ments are the responsibility of the Sponsor. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally ac-
cepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial state-
ments are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the irrevocable letter of
credit arrangement for the purchase of securities, described in Note (2) to
the statement of condition, by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant estimates
made by the Sponsor, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the 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 109, as of November 15,
2000, in conformity with accounting principles generally accepted in the
United States.

ARTHUR ANDERSEN LLP

Chicago, Illinois
November 15, 2000

---
19
<PAGE>

{LOGO]

NUVEEN UNIT TRUSTS, SERIES 109
PROSPECTUS -- PART A

November 15, 2000

Sponsor Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700

Trustee The Bank of New York
101 Barclay Street
New York, NY 10286
Telephone: 800-742-8860

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. 333-49516)

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 the
Portfolio not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.

When Units of 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 Index Portfolio Prospectus
Prospectus Part B dated November 15, 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 Bank of
New York (the "Trustee") at (800) 742-8860.

Nuveen Defined Portfolios

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

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

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

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

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

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
NUVEEN DEFINED PORTFOLIOS.................................................. 3
COMPOSITION OF TRUSTS...................................................... 4
THE PORTFOLIOS............................................................. 5
THE NASDAQ-100 INDEX....................................................... 6
NASDAQ-100(R) INDEX LICENSING AGREEMENT.................................... 7
DOW JONES GLOBAL TITANS INDEX.............................................. 8
DOW JONES LICENSING AGREEMENT.............................................. 9
PUBLIC OFFERING PRICE...................................................... 10
MARKET FOR UNITS........................................................... 12
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 13
TAX STATUS................................................................. 13
RETIREMENT PLANS........................................................... 15
TRUST OPERATING EXPENSES................................................... 15
INVESTMENT SUPERVISION..................................................... 16
DISTRIBUTIONS TO UNITHOLDERS............................................... 17
ACCUMULATION PLAN.......................................................... 18
REPORTS TO UNITHOLDERS..................................................... 18
UNIT VALUE AND EVALUATION.................................................. 19
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 20
OWNERSHIP AND TRANSFER OF UNITS............................................ 20
REDEMPTION................................................................. 21
PURCHASE OF UNITS BY THE SPONSOR........................................... 22
INFORMATION ABOUT THE TRUSTEE.............................................. 22
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 22
SUCCESSOR TRUSTEES AND SPONSORS............................................ 22
INFORMATION ABOUT THE SPONSOR.............................................. 23
INFORMATION ABOUT THE EVALUATOR............................................ 23
OTHER INFORMATION.......................................................... 24
LEGAL OPINION.............................................................. 25
AUDITORS................................................................... 25
CODE OF ETHICS............................................................. 25
SUPPLEMENTAL INFORMATION................................................... 25
</TABLE>

2
<PAGE>

Nuveen Defined Portfolios

This Nuveen Defined Portfolio is one of a series of separate but similar
investment companies created by the Nuveen Investments, each of which is
designated by a different Series number. The underlying unit investment
trust(s) contained in this Series are combined under one Trust Indenture and
Agreement. Specific information regarding each Trust is set forth in Part A of
this Prospectus. The various Nuveen Defined Portfolios are collectively
referred to herein as the "Trusts." This Series was created under the laws of
the State of New York pursuant to a Trust Indenture and Agreement dated the
Initial Date of Deposit (the "Indenture") between Nuveen Investments ("Nuveen"
or the "Sponsor") and the Trustee.

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

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

The Trusts employ an indexing strategy and attempt to track the performance
of a specific market index. There can be no assurance that a Trust will be
able to track the performance of an index because it may be impracticable for
the Trust to duplicate or maintain precisely the relative weightings of the
common stocks which comprise the related stock index or to purchase all of
such stocks. Additionally, an investment in Units of the Trusts includes
payment of sales charges, fees and expenses which are not considered in the
total return of the related stock index.

Additional Units of each Trust may be issued at any time by depositing in
such Trust additional Securities, contracts to purchase additional Securities
together with cash and/or irrevocable letters of credit, or cash (or a letter
of credit) to be applied to purchase additional Securities. As additional
Units are issued by a Trust as a result of the deposit of additional
Securities, the aggregate value of the Securities in such Trust will be
increased and the fractional undivided interest in such Trust represented by
each Unit will be decreased. If the Sponsor deposits cash (or a letter of
credit), existing and new investors may experience a dilution of their
investments and a reduction in their anticipated income because of
fluctuations in the prices of the Securities between the time of the cash
deposit and the purchase of the Securities and because each Trust will pay the
associated brokerage fees. To minimize this effect, each Trust will attempt to
purchase the Securities as close to the evaluation time or as close to the
evaluation prices as possible. See "COMPOSITION OF TRUSTS" below.

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

3
<PAGE>

Composition of Trusts

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

On the Initial Date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in the Trusts.
This initial deposit into each Trust consisted of shares of each of the stocks
which comprise the related stock index. During an initial adjustment period,
the Sponsor will continue to deposit Securities in a Trust (contracts for the
purchase thereof), or cash (or a letter of credit) with instructions to
purchase such Securities, until at the end of such period when the Trust
contains substantially all of the stocks in the related stock index, in
substantially the same weightings as in such index (the "Initial Adjustment
Period"). The Sponsor estimates that the Initial Adjustment Period will last
no longer than 30 days following the Initial Date of Deposit and could last as
little as one day. During the Initial Adjustment Period, the Sponsor intends
to create and maintain a Trust portfolio that generally corresponds to the
index. In connection with any deposit of Securities, purchase and sale
transactions will generally be effected in accordance with a computer
optimization program. (See "THE PORTFOLIOS").

Precise duplication of the relationship among the Securities in the related
stock index may not be achieved because it may be economically impracticable
or impossible to acquire very small numbers of shares of certain stocks and
because of other procedural policies of the Trusts, but correlation between
the related stock index and each Trust portfolio is expected to be between .97
and .99 over the life of the Trusts. Correlation is a measure of the extent to
which the price of a Trust fluctuates with the price of the index. If a
portfolio held all the securities in the index with exactly the same
weightings as the index at all times, the correlation would be 1.00. Since a
Trust's holdings and weightings will differ for a variety of reasons, the
correlation will be less than 1.00. Although correlation is indirectly related
to performance, it is not a measure of the extent to which the performance of
a Trust will match the performance of the index.

By investing in those Securities determined by the optimization model in
substantially the same proportions which comprise the related stock index,
each Trust seeks to produce investment results that generally correspond to
the price and yield performance of the equity securities represented by such
index over the terms of such Trust. Due to various factors that include, among
others: (1) price movements of the various Securities will not duplicate one
another, (2) the Sponsor's current intention to purchase shares of the
Securities in round lot quantities only, (3) reinvestment of excess proceeds
not needed to meet redemptions of Units may not be sufficient to acquire equal
round lots of all of the Securities in a Trust and (4) reinvestment of
proceeds received from Securities which are no longer components of the
related stock index might not result in the purchase of an equal number of
shares in any replacement Security, there can be no assurance that this goal
will be satisfied. An investment in Units of a Trust should be made with an
understanding that each Trust includes payments of sales charges, fees and
expenses which may not be considered in public statements of the total return
of the related stock index.

Each Trust consists of (a) the Securities listed under the related portfolio
that may continue to be held from time to time in such Trust (b) any
additional equity securities acquired and held by such Trust pursuant to the
provisions of the Indenture and (c) any cash held in the Income and Capital
Accounts of such Trust. Neither the Sponsor nor the Trustee shall be liable in
any way for any failure in any of the Securities. However, should any contract
for the purchase of any of the Securities initially deposited hereunder fail,
the Sponsor will, unless substantially all of the moneys held in a Trust to
cover such purchase are reinvested in substitute Securities in accordance with
the Indenture, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the next distribution date.

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

4
<PAGE>

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

The value of the Securities will fluctuate over the life of a Trust and may
be more or less than the value at the time they were deposited in such Trust.
The Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences affecting these
Securities, including the impact of the Sponsor's purchase and sale of
Securities (especially during the primary offering period of Units of a Trust)
and other factors.

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

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

The Portfolios

Each Trust portfolio will consist of as many of the components of the
related stock index as is feasible in order to seek to achieve the respective
Trust's goal of attempting to provide investment results that duplicate
substantially the total return of the index. Following the Initial Adjustment
Period, each Trust is expected to be invested in no less than 95% of the
stocks comprising the related index. Although it may be impracticable for a
Trust to own certain of such stocks at any time, the Sponsor expects to
maintain a correlation between each Trust portfolio and that of the related
index of between .97 and .99. Adjustments to a Trust portfolio will generally
be made on an ongoing basis in accordance with a computer optimization program
which uses a number of factors, including cash flows, risk, historical
correlation between the underlying stocks in the applicable index and the
index itself and transaction costs in an attempt to produce the optimal
correlation with the applicable index. The Trust may invest in new Securities
in several circumstances, that include, in connection with the creation of
additional Units, as companies are dropped from or added to such index, and as
Securities are sold to meet redemptions or to pay for sales charges and
expenses. These adjustments will be made as practicable generally in
accordance with computer program output showing which of the Securities are
under- or over-represented in a Trust portfolio. Adjustments may also be made
from time to time to maintain the appropriate correlation between a Trust and
the related index. The proceeds from any sale may be distributed or invested
in those Securities which the computer program indicates are under-represented
based upon the computer optimization program. See "INVESTMENT SUPERVISION."

Due to changes in the composition of the applicable index, adjustments to a
Trust portfolio may be made from time to time. It is anticipated that most of
such changes in the applicable indices will occur as a result of merger or ac-
quisition activity. In such cases, a Trust, as a shareholder of an issuer
which is the object of such merger or acquisition activity, will presumably
receive various offers from potential acquirers of the issuer. The Trustee is
not permitted to accept any such offers until such time as the issuer has been
removed from the related index. Since, in most cases, an issuer is removed
from an index only after the consummation of a merger or acquisition, it is
anticipated that the Trusts will generally acquire, in exchange for the stock
of the deleted issuer, the consideration that is being offered to shareholders
of that issuer who have not tendered their shares prior to that time. Any cash
received as consideration in such transactions will generally be reinvested in
the Securities as determined by the computer program output. Any Securities
received as consideration which are not included

5
<PAGE>

in the related index will generally be sold as soon as practicable and will
also generally be reinvested in accordance with the computer optimization pro-
gram.

The Sponsor does not anticipate purchasing or selling stock in quantities
which are not economically practicable. In addition, certain Securities may
not be available in the quantities specified by the computer program. For
these reasons, among others, precise duplication of the proportionate rela-
tionships in the related index may not be possible. See "INVESTMENT SUPERVI-
SION."

The Nasdaq-100 Index

The Nasdaq-100 Index represents the largest and most active non-financial
domestic and international issues listed on The Nasdaq Stock Market. Annual
adjustments were first implemented in 1993 when Nasdaq-100 Index options began
trading on the Chicago Board Options Exchange under the symbol "NDX." In April
1996, Nasdaq-100 futures and options on futures began trading on the Chicago
Mercantile Exchange under the ticker "ND."

All securities in the index are among the top 150 eligible securities based
on closing prices as of October 29, 1999 and the available total shares out-
standing as of November 30, 1999. Nasdaq-100 issues ranked 101 through 150 in
market value will be replaced by larger eligible securities unless the secu-
rity was in the top 100 eligible securities during the previous year's rank-
ing. Eligibility criteria for the index includes a minimum average daily trad-
ing volume of 100,000 shares. Generally, companies also must have seasoned on
Nasdaq or another major exchange, which means they have been listed for a min-
imum of two years, unless they are ranked within the top 25 of the Nasdaq-100,
then a one year seasoning period would apply. If the security is a foreign se-
curity, the company must have a world wide market value of a least $10 bil-
lion, a U.S. market value of at least $4 billion, and average trading volume
of at least 200,000 shares per day. In addition, foreign securities must be
eligible for listed-options trading.

Effective December 21, 1998, the Nasdaq-100 Index is calculated based upon a
modified capitalization weighted methodology. To accomplish this, Nasdaq re-
views the composition of the Nasdaq-100 Index on a quarterly basis, and ad-
justs the weightings of index components using a proprietary algorithm whenev-
er: (1) any individual component securities represent more than 24 percent of
the total market value of the index; and/or (2) the combined weight of all se-
curities having individual weightings of at least 4.5 percent exceeds 48 per-
cent of the total market value of the index. The index will be subsequently
readjusted only if the index weights exceed the 24 percent and/or 48 percent
thresholds.

The precise post-diversification weightings of component securities in the
index was determined based upon closing prices on December 10, 1998. The ag-
gregate weight of the five largest stocks in the index, approximately 61 per-
cent, was scaled down to 40 percent. Weightings of all index securities are
reset by reducing or enlarging such weights toward 1.0 percent, the average
weight. The value of the adjusted index will continue to be disseminated under
the current symbol NDX.

The Nasdaq-Amex Market Group, which operates The Nasdaq Stock Market is a
subsidiary of the National Association of Securities Dealers, Inc. (NASD(R)),
the largest securities-industry, self-regulatory organization in the United
States.

The Nasdaq Stock Market lists nearly 5,000 companies, has the largest volume
of trades of any financial market, and trades more shares per day than any
other major U.S. market. Since making its debut as the world's first elec-
tronic stock market, Nasdaq has been at the forefront of innovation, using
technology to bring millions of investors together with the world's leading
companies. It is among the world's best regulated stock markets, employing the
industry's most sophisticated surveillance systems and regulatory specialists
to protect investors and provide a fair and competitive trading environment.

The following table depicts the Year-End Index Value for the Nasdaq-100
Index from inception (February 1, 1985) through December 31, 1999 as well as
the total returns of the Nasdaq-100 Index, the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500") and the Dow Jones Industrial Average ("DJIA").
The table uses data that is adjusted to reflect that the Nasdaq-100 Index
level was halved on January 3, 1994, and does not

6
<PAGE>

reflect reinvestment of dividends for the Nasdaq-100 Index. Investors should
note that the figures below represent past performance of the Nasdaq-100
Index, S&P 500 and the DJIA and not their future performance or the
performance of the Nasdaq-100 Index Portfolio (which includes certain fees and
expenses). Past performance is, of course, no guarantee of future results.

<TABLE>
<CAPTION>
Year-End Nasdaq-100 S&P 500 DJIA
Nasdaq-100 Annual Annual Annual
Year Value Returns Returns Returns
---- ---------- ---------- ------- -------
<S> <C> <C> <C> <C>
February 1, 1985......................... 125 -- -- --
1985..................................... 132.29 5.83% 31.06% 33.62%
1986..................................... 141.41 6.89% 18.54% 27.25%
1987..................................... 156.25 10.49% 5.67% 5.55%
1988..................................... 177.41 13.54% 16.34% 16.24%
1989..................................... 223.83 26.17% 31.23% 32.24%
1990..................................... 200.53 (10.41)% (3.14)% (0.54)%
1991..................................... 330.86 64.99% 30.00% 24.25%
1992..................................... 360.19 8.86% 7.43% 7.40%
1993..................................... 398.28 10.57% 9.94% 16.97%
1994..................................... 404.27 1.50% 1.29% 5.02%
1995..................................... 576.23 42.54% 37.11% 36.94%
1996..................................... 821.36 42.54% 22.68% 28.91%
1997..................................... 990.80 20.63% 33.10% 24.91%
1998..................................... 1,836.01 85.31% 28.60% 18.15%
1999..................................... 3,707.83 101.95% 21.04% 27.20%
2000 through 10/31/00.................... 3,282.30 (11.48)% (1.81)% (3.40)%
Average Annual Return Since Nasdaq-100
Index's Inception....................... 25.51% 18.86% 19.86%
</TABLE>

The Nasdaq-100 annual returns have been calculated from the year end values.
The S&P 500 annual returns assume that dividends are reinvested as they are
received. The DJIA annual returns assume dividends are reinvested monthly. The
1, 5, and 10 year annual returns for the Nasdaq-100 Index are 96.21%, 54.31%,
and 30.81% respectively. The 1, 5, and 10 year annual returns for the S&P 500
are 21.04%, 28.36%, and 18.04% respectively. The 1, 5, and 10 year annual re-
turns for the DJIA are 27.20%, 27.08%, and 18.38% respectively.

Because the Nasdaq-100 Index Portfolio is sold to the public at net asset
value plus the applicable sales charge, and the expenses of the Trust are
deducted before making distributions to Unitholders, and because of a variety
of other reasons described in this Prospectus, investment in the Nasdaq-100
Index Portfolio, if it had existed, would have resulted in investment
performance to Unitholders somewhat reduced from that reflected in the above
table.

Investors should note that the Trusts are not sponsored, endorsed or
promoted by or affiliated with The Nasdaq Stock Market, Inc. and The Nasdaq
Stock Market, Inc. makes no representation, express or implied, to the Trusts
or Unitholders regarding the advisability of investing in an index investment
or unit investment trusts generally or in the Trusts specifically or the
ability of the indexes to track general stock market performance.

NASDAQ-100(R) Index Licensing Agreement

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

7
<PAGE>

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

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

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

Dow Jones Global Titans Index

Among today's many different investment philosophies and trading strategies,
two are becoming increasingly popular. The first is the move toward large, es-
pecially blue-chip, stocks. Market leaders are favored by investors for their
stability: corporate giants with financial strength and market dominance usu-
ally exhibit lower volatility. Moreover, large-cap stocks have significantly
outperformed the broad market over the past decade.

The second growing trend is the move toward global markets. More investors
are seeking to capitalize on the benefits of investing globally as more compa-
nies draw an increasing percentage of their revenues from non-domestic opera-
tions and as around the world cross-border mergers and foreign investment pro-
liferate.

With these trends in mind, Dow Jones Indexes sought to create an index whose
constituents meet the following criteria: strong leadership in their indus-
tries, global exposure, and high liquidity. At the same time, Dow Jones In-
dexes also wanted the index to maintain certain characteristics, in particular
broad global diversification, low turnover, sufficient market coverage and
competitive and independent performance. The Dow Jones Global Titans Index was
developed in response to these needs and specifications. The 50 constituents
of the index are some of the world's most well known and well established
blue-chip companies, and provide considerable exposure to global markets.

The major characteristics and key benefits of the Dow Jones Global Titans
Index can be summarized into the following nine points:

1. Market leadership

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2. Multinational exposure

3. Global diversification

4. High liquidity

5. Low turnover

6. Sufficient market coverage

7. Competitive performance

8. Independent characteristics

9. Systematic procedures

Dow Jones Global Titans Index Selection Process:

1. The Dow Jones Global Index (DJGI) serves as the Universe, or Initial Pool,
for the Dow Jones Global Titans Index. Using the DJGI as the Initial Pool
assures sufficient distribution of stocks across countries, regions, eco-
nomic sectors and industry groups.

2. If a company has more than one class of stock in the initial pool, only the
most liquid class qualifies for the selection list.

3. Companies that do not generate revenue from foreign markets are excluded
from the selection list since they cannot be considered "global."

4. The selection list includes the largest 100 companies in terms of free-
float market capitalization remaining in the initial pool as well as the
current components of the index. For the index's annual review, data as of
the end of April is used each year.

5. The companies on the selection list are then ranked separately by assets,
book value, revenues and net profit.

6. Each company's rankings for the four criteria are summed to determine its
fundamental rank.

7. Overall rankings for the selection list are determined by summing each
company's fundamental rank and its free-float capitalization rank. The se-
lection list is then sorted by overall rank.

8. Any non-components ranked among the top 30 stocks on the selection list
will automatically replace the lowest ranked components in the index.

9. Any components that are not among the top 70 stocks on the selection list
are automatically removed from the index and replaced by the highest ranked
non-components that have not already been added to the index.

10. The 50 stocks to be included in the index are then ranked by free-float
market capitalization to determine their weights in the index.

11. Each stock's weight is limited at 10% of the total market capitalization
of the index.

Dow Jones Licensing Agreement

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

Neither the Global Titans Portfolio 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 indices, except as specifically described
herein or as may be specified in the Indenture or the License Agreement.

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<PAGE>

The Global Titans Portfolio is not sponsored, endorsed, sold or promoted by
Dow Jones. Dow Jones makes no representation or warranty, express or implied,
to the owners of the Global Titans Portfolio or any member of the public re-
garding the advisability of investing in securities generally or in the Global
Titans Portfolio particularly. Dow Jones' only relationship to the Licensee is
the licensing of certain trademarks, trade names and service marks of Dow
Jones and of the Dow Jones Global Titans Index which are determined, composed
and calculated by Dow Jones without regard to the Licensee or the Global Ti-
tans Portfolio. Dow Jones has no obligation to
take the needs of the Licensee or the owners of the Global Titans Portfolio
into consideration in determining, composing or calculating the Dow Jones
Global Titans Index. Dow Jones is not responsible for and has not participated
in the determination of the timing of, prices at, or quantities of the Global
Titans Portfolio to be issued or in the determination or calculation of the
equation by which the Global Titans Portfolio is to be converted into cash.
Dow Jones has no obligation or liability in connection with the administra-
tion, marketing or trading of the Global Titans Portfolio.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES GLOBAL TITANS INDEX 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 LICENSEE, OWNERS OF THE GLOBAL TITANS PORTFOLIO, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE DOW JONES GLOBAL TITANS INDEX 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 DOW JONES GLOBAL TITANS INDEX 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.

Public Offering Price

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

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

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<PAGE>

Commencing on those dates set forth under "Risk/Return Summary--Fees and
Expenses" in Part A of this Prospectus, a deferred sales charge in an amount
described in Part A of the Prospectus will be assessed per Unit per applicable
month. The deferred sales charges will be paid from funds in the Capital
Account, if sufficient, or
from the periodic sale of Securities. A pro rata share of accumulated
dividends, if any, in the Income Account from the preceding Record Date to,
but not including, the settlement date (normally three business days after
purchase) is added to the Public Offering Price. The total maximum sales
charge assessed to Unitholders on a per Unit basis will be the amount set
forth in "Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus.
See "UNIT VALUE AND EVALUATION."

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

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's objectives, policies, composition and
size, selecting service providers and information services and for providing
other similar administrative and ministerial functions. The "creation and de-
velopment fee" is accrued (and becomes a liability of each Trust) on a daily
basis and is deemed to be an additional sales charge. The dollar amount of the
creation and development fee accrued each day, which will vary with fluctua-
tions 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.

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<PAGE>

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

Units may be purchased with the applicable reduced transactional sales
charge provided for "Wrap Account Purchasers" under "How to Buy and Sell
Units" in Part A of the Prospectus or herein by (1) investors who purchase
Units through registered investment advisers, certified financial planners and
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory services, brokerage services,
investment services or asset management services, or provide such services in
connection with the establishment of an investment account for which a
comprehensive "wrap fee" charge is imposed, (2) bank trust departments
investing funds over which they exercise discretionary investment authority
and that are held in a fiduciary, agency, custodial or similar capacity, (3)
any person who for at least 90 days, has been an officer, director or bona
fide employee of any firm offering Units for sale to investors, (4) officers
and directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates, and (5) officers or directors and
bona fide, full-time employees of Nuveen, Nuveen Advisory Corp., Nuveen
Institutional Advisory Corp., Rittenhouse Financial Services, Inc., The John
Nuveen Company, and Dow Jones & Company, Inc. ("Dow Jones"), including in each
case these individuals and their spouses, children, parents and spouses'
parents, however, purchases by parents, individuals associated with Dow Jones,
and adult children who are not members of the household of the officers,
directors or full-time employees described above, must be made through a
registered broker-dealer and (6) any person who for at least 90 days, has been
an officer, director or bona fide employee of any vendor who provides services
to the Sponsor and who purchases Units through a registered broker-dealer
(collectively, the "Discounted Purchases"). Notwithstanding anything to the
contrary in this Prospectus, investors who purchase Units as described in this
paragraph will not receive sales charge reductions for quantity purchases.

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

Market for Units

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

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<PAGE>

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. (See
"REDEMPTION")

Evaluation of Securities at the Initial Date of Deposit

The prices at which 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

Each Trust has elected and intends to qualify on a continuing basis for
special federal income tax treatment as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). If a Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to Federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent a Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment
companies." Because the Trusts intend to timely distribute their taxable
income (including any net capital gain), it is anticipated that the Trusts
will not be subject to Federal income tax or the excise tax.

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

Distributions of a Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-
term capital gain, regardless of the length of time the Units have been held
by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will generally be a
capital gain or loss, except in the case of a dealer or a financial institu-
tion. The Internal Revenue Service Restructuring and Reform Act of 1998 (the
"1998 Tax Act") provides that for taxpayers other than corporations, net capi-
tal gain (which is defined as net long-term capital gain over net short-term
capital loss for the taxable year) realized from property (with certain exclu-
sions) is generally subject to a maximum marginal stated tax rate of 20% (10%
in the case of certain taxpayers in the lowest tax bracket). Capital gain or
loss is long-term if the

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<PAGE>

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 pur-
poses of recognition of gain (but not loss) and for purposes of determining
the holding period. Unitholders should consult their own tax advisers with re-
gard to any such constructive sales rules.

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

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

Distributions which are taxable as ordinary income to Unitholders will con-
stitute dividends for federal income tax purposes. When Units are held by cor-
porate Unitholders, Trust distributions may qualify for the 70% dividends-re-
ceived deduction, subject to the limitations otherwise applicable to the
availability of the deduction, to the extent the distribution is attributable
to dividends received by a Trust from United States corporations (other than
real estate investment trusts) and is designated by a Trust as being eligible
for such deduction. To the extent dividends received by a Trust are attribut-
able to foreign corporations, a corporation that owns Units will not be enti-
tled to the dividends-received deduction with respect to its pro rata portion
of such dividends, since the dividends-received deduction is generally avail-
able only with respect to dividends paid by domestic corporations. Each Trust
will provide each Unitholder with information annually concerning what part of
the Trust's distributions are eligible for the dividends received deduction.

The Trust may elect to pass through to the Unitholders the foreign income
and similar taxes paid by the Trust in order to enable such Unitholders to
take a credit (or deduction) for foreign income taxes paid by the Trust. If
such an election is made, Unitholders of the Trust, because they are deemed to
own a pro rata portion of the foreign securities held by the Trust, must in-
clude in their gross income, for federal income tax purposes, both their por-
tion of dividends received by the Trust and also their portion of the amount
which the Trust deems to be the Unitholders' portion of foreign income taxes
paid with respect to, or withheld from, dividends, interest or other income of
the Trust from its foreign investments. Unitholders may then subtract from
their federal income tax the amount of such taxes withheld, or else treat such
foreign taxes as deductions from gross income; however, as in the case of in-
vestors receiving income directly from foreign sources, the above described
tax credit or deduction is subject to certain limitations. The 1997 Act im-
poses a required holding period for such credits. Unitholders should consult
their tax advisers regarding this election and its consequences to them.

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

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<PAGE>

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

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

The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be re-
quested to provide the Unitholder's taxpayer identification number to the
Trustee and to certify that the Unitholder has not been notified that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when re-
quested, distributions by the Trust to such Unitholder (including amounts re-
ceived upon the redemption of Units) will be subject to back-up withholding.

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

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

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

Retirement Plans

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

Trust Operating Expenses

No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus for
maintaining surveillance over the portfolio and for performing certain
administrative services for the Trusts (the "Sponsor's Supervisory Fee"). In
providing such supervisory services, the Sponsor may purchase research from a
variety of sources, which may include dealers of the Trusts. If so provided in
Part A of the Prospectus, the Sponsor may also receive an annual fee for
providing bookkeeping and administrative services

15
<PAGE>

for a Trust (the "Bookkeeping and Administrative Fee"). Such services include,
but are not limited to, the preparation of comprehensive tax statements and
providing account information to the Unitholders. If so provided in Part A of
the Prospectus, the Evaluator may also receive an annual fee for performing
evaluation services for the Trusts (the "Evaluator's Fee"). In addition, if so
provided in Part A of the Prospectus, a Trust may be charged an annual
licensing fee to cover licenses for the use of service marks, trademarks,
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.

The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "Risk/Return Summary--Fees and Expenses" appearing in
Part A of this Prospectus. The Trustee's Fee may be periodically adjusted in
response to fluctuations in short-term interest rates (reflecting the cost to
the Trustee of advancing funds to a Trust to meet scheduled distributions). In
addition, the Sponsor's Supervisory Fee, Bookkeeping and Administrative Fee,
Evaluator's Fee and the Trustee's Fee may be adjusted in accordance with the
cumulative percentage increase of the United States Department of Labor's
Consumer Price Index entitled "All Services Less Rent of Shelter" since the
establishment of the Trusts. In addition, with respect to any fees payable to
the Sponsor or an affiliate of the Sponsor for providing bookkeeping and other
administrative services, supervisory services and evaluation services, such
individual fees may exceed the actual costs of providing such services for a
Trust, but at no time will the total amount received for such services, in the
aggregate, rendered to all unit investment trusts of which Nuveen Investments
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
Sponsor's Supervisory Fee, Bookkeeping and Administrative Fee, Evaluator's Fee
and the Trustee's Fee are accrued daily and based upon the number of Units
outstanding each day until the primary offering period terminates. After the
primary offering period has terminated, these fees are accrued daily and are
based on the number of Units outstanding on the first business day of the
calendar year in which the fee is calculated or the number of Units
outstanding at the end of the primary offering period, as appropriate.

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.

Investment Supervision

The Trusts are unit investment trusts and are not "actively managed" funds.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The portfolios of the Trusts,
however, will not be actively managed and therefore the adverse financial
condition of an issuer will not necessarily require the sale of its Securities
from the portfolio.

16
<PAGE>

As a general rule, purchases and sales that will be made with respect to a
Trust's portfolio will be those that seek to maintain, to the extent feasible,
a portfolio which reflects the current components of the stock index, taking
into consideration redemptions, sales of additional Units, cash flows,
expenses and the other factors referred to elsewhere in this Prospectus. See
"THE PORTFOLIOS." Such purchases and sales will generally be made in
accordance with the computer program utilized to maintain the related
portfolio, the Indenture and procedures to be specified by the Sponsor. The
Sponsor or its designated agent may direct the Trustee to dispose of
Securities and either to acquire other Securities through the use of the
proceeds of such disposition in order to make changes in a portfolio, or to
distribute the proceeds of such disposition to Unitholders (i) as necessary to
reflect any additions to or deletions from the stock index, (ii) as may be
necessary to establish a closer correlation between the Trust portfolio and
the stock index, (iii) as may be required for purposes of distributing to
Unitholders, when required, their pro rata share of any net realized capital
gains or income, or (iv) as the Sponsor may otherwise determine. In the event
the Trustee receives any Securities or other properties relating to the
Securities (other than normal dividends) acquired in exchange for Securities
such as those acquired in connection with a reorganization, recapitalization,
merger or other transaction, the Trustee is directed to sell such Securities
or other property. However, if the Securities received are components of the
applicable index, the Sponsor may advise the Trustee to keep such Securities.
Any proceeds received in an exchange shall, as the Sponsor or its designee may
direct, be reinvested into any Securities included in the applicable index, or
distributed to Unitholders. In addition, the Sponsor will instruct the Trustee
to dispose of certain Securities and to take such further action as may be
needed from time to time to ensure that the Trust continues to satisfy the
qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue
Code, and as may be needed from time to time to avoid the imposition of any
excise or income tax on the Trust as a regulated investment company. All
purchases and sales are made by the Trustee at the direction of the Sponsor or
its designated agent. The Trustee has no responsibility for the composition of
the Trust portfolio or for loss resulting from any transaction directed by the
Sponsor or its agent. When directed by the Sponsor, the Trustee, or an
affiliate, will enter into foreign exchange transactions with the Trust and
may benefit from such transactions in the ordinary course of its foreign
exchange business.

Proceeds from the sale of Securities (or any securities or other property
received by a Trust in exchange for Securities) are generally credited to the
Capital Account for distribution to Unitholders, to meet redemptions or for
reinvestment into additional Securities in accordance with the optimization
program. The Trustee may also sell Securities, designated by the Sponsor or
its designated agent, from a Trust for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses. The Sponsor may
consider sales of Units of unit investment trusts which it sponsors in making
recommendations to the Trustee as to the selection of broker/dealers to
execute a Trust's portfolio transactions.

Distributions to Unitholders

The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence
receiving distributions only after such person becomes a Record Owner.
Notification to the Trustee of the transfer of Units is the responsibility of
the purchaser, but in the normal course of business such notice is provided by
the selling broker/dealer. Proceeds received on the sale of any Securities in
a Trust, to the extent not used to meet redemptions of Units, pay the deferred
sales charge or pay expenses will be distributed on the Capital Distribution
Date to Unitholders of record on the Capital Record Date, unless such amounts
are reinvested into additional Securities. The Trustee is not required to pay
interest on funds held in the Capital Account of a Trust (but may itself earn
interest thereon and therefore benefit from the use of such funds). A
Unitholder's pro rata portion of the Capital Account, less expenses, will be
distributed as part of the final liquidation distribution. In addition,
because the Trusts have elected to be taxed as "regulated investment
companies," the Trustee may make such distributions to Unitholders as may be
necessary or desirable to maintain the status of the Trusts as regulated
investment companies or to avoid the imposition of any excise or income tax on
a Trust.

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

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<PAGE>

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

Within a reasonable time after a Trust is terminated, each Unitholder will,
upon surrender of his Units for redemption, receive (i) the pro rata share of
the amounts realized upon the disposition of Securities, and (ii) a pro rata
share of any other assets of such Trust, less expenses of such Trust.

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

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

Distribution Reinvestment. Any Unitholder may elect to have each distribu-
tion on Units, other than the final liquidating distribution in connection
with the termination of a Trust, automatically reinvested in additional Units
of such Trust without additional sales charges. If you elect to have distribu-
tions reinvested into additional Units of your Trust, in addition to the rein-
vestment Units you receive you will also be credited additional Units with a
dollar value at the time of reinvestment sufficient to offset the amount of
any remaining deferred sales charge to be collected on such reinvestment
Units. The dollar value of these additional Units (as with all Units) will
fluctuate over time. Each person who purchases Units of a Trust may elect to
participate in the reinvestment option by notifying the Trustee in writing of
their election. Reinvestment may not be available in all states. 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)-742-8860.

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

18
<PAGE>

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 a Trust.

Unit Value and Evaluation

The value of a Trust is determined by the Trustee on the basis of (1) the
cash on hand in the Trust other than cash deposited in the Trust to purchase
Securities 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 a Trust in the following manner: if the
Securities are listed on a foreign or U.S. securities exchange or The NASDAQ
Stock Market, Inc. ("listed Securities"), this evaluation is generally based
on the most recent closing sale price prior to or on the Evaluation Time on
that exchange or that system where the Securities are principally traded (if a
listed Security is listed on the New York Stock Exchange ("NYSE") the closing
sale price on the NYSE shall apply) or, if there is no closing sale price on
that exchange or system, at the closing bid prices (ask prices for primary
market purchases). If the Securities are not so listed, the evaluation shall
generally be based on the current bid prices at the Evaluation Time (ask
prices for primary market purchases) on the over-the-counter market (unless it
is determined that these prices are inappropriate as a basis for valuation).
If current bid prices (ask prices for primary market purchases) are
unavailable, the evaluation is generally determined (a) on the basis of
current bid prices (ask prices for primary market purchases) for comparable
securities, (b) by appraising the value of the Securities on the bid side (ask
prices 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 de-
scribed 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.

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<PAGE>

Distributions of Units to the Public

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

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

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

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

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

Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of Nuveen unit trusts (other than any series of the
Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM Portfolios) sold in
the primary or secondary market during any quarter as set forth in the table
below. Eligible Dealer Firms are dealers that are providing marketing support
for Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2)
providing Nuveen representatives access to the dealer's branch offices, and 3)
generally facilitating the placement of orders by the dealer's registered
representatives such as putting Nuveen unit trusts on their order entry
screens. Eligible Dealer Firms will not include firms that solely provide
clearing services to broker/dealer firms. For purposes of determining the
applicable volume incentive rate for a given quarter, the dollar amount of all
units sold over the current and three previous quarters (the "Measuring
Period") is aggregated. The volume incentive received by the dealer firm will
equal the dollar amount of units sold during the current quarter times the
highest applicable rate for the Measuring Period. For firms that meet the
necessary volume level, volume incentives may be given on all applicable
trades originated from or by that firm.

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

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

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

Ownership and Transfer of Units

The ownership of Units is evidenced by book entry positions recorded on the
books and records of the Trustee. Ownership of Units will not be evidenced by
registered Certificates. 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. Units may be held in denominations of one Unit or any multiple or
fraction thereof. Fractions of Units are computed to three decimal places.
Unitholders will receive a Book Entry Position Confirmation reflecting their
ownership.

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<PAGE>

Units are transferable by making a written request to the Trustee, The Bank
of New York, at 101 Barclay Street, New York, NY 10286, properly endorsed or
accompanied by a written instrument or instruments of transfer. Each
Unitholder must sign such written request, or transfer instrument, exactly as
his name appears on 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.

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 101 Barclay Street, New York, NY 10286 (redemptions of 1,000
Units or more will require a signature guarantee), and (2) payment of
applicable governmental charges, if any. (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. The proceeds of Units redeemed by telephone will be sent by
check either to the Unitholder at the address specified on his account or to a
financial institution specified by the Unitholder for credit to the account of
the Unitholder. A Unitholder wishing to use this method of redemption must
complete a Telephone Redemption Authorization Form and furnish the Form to the
Trustee. Telephone Redemption Authorization Forms can be obtained from a
Unitholder's registered representative or by calling the Trustee. Once the
completed Form is on file, the Trustee will honor telephone redemption
requests by any authorized person. The time a telephone redemption request is
received determines the "date of tender" as discussed below. The redemption
proceeds will be mailed within three business days following the telephone
redemption request. Only Units held in the name of individuals may be redeemed
by telephone; accounts registered in broker name, or accounts of corporations
or fiduciaries (including among others, trustees, guardians, executors and
administrators) may not use the telephone redemption privilege.

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

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

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

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

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<PAGE>

The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption. To the extent that Securities are sold, the
size and diversity of the Trust will be reduced. Such sales may be required at
a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized. If Securities of a Trust are sold to
pay redemptions and there are excess proceeds after meeting redemption
requests, the Sponsor, or its designee, may, but is not obligated to, instruct
the Trustee to reinvest such excess proceeds in any Securities included in the
related stock index.

The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of a Trust 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.

Purchase of Units by the Sponsor

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

Information about the Trustee

The Trustee is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York has its Unit Investment Trust Division
offices at 101 Barclay Street, New York, New York 10286, telephone 1-800-742-
8860. The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal
Deposit Insurance Corporation to the extent permitted by law.

Limitations on Liabilities of Sponsor and Trustee

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

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

Successor Trustees and Sponsors

The Trustee or any successor trustee may resign by executing an instrument
of resignation in writing and filing same with the Sponsor and mailing a copy
of a notice of resignation to all Unitholders then of record.

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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 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) and 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. This calculation of standard deviation is sometimes referred to as
the "Sharpe measure" of return.

Information about the Evaluator

The Trustee will serve as Evaluator of the Trusts. The Sponsor may replace
the Trustee as Evaluator during the life of the Trusts.

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<PAGE>

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

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

Other Information

Amendment of Indenture

The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, (2)
to make such amendments as may be necessary for the Trust to continue to
qualify as a regulated investment company for federal income tax purposes, or
(3) to make such other provisions as shall not adversely affect the
Unitholder. Certain other amendments to the Indenture require the approval of
either the consent of 66 2/3% or 100% of Unitholders. However, the Indenture
cannot be amended to (a) alter the rights to the Unitholders as against each
other, (b) provide the Trustee with the power to engage in business or
investment activities other than as specifically provided in the Indenture or
(c) adversely affect the characterization of the Trust as a regulated
investment company for federal income tax purposes. The Trustee shall advise
the Unitholders of any amendment requiring the consent of Unitholders, or upon
request of the Sponsor, promptly after execution thereof.

Termination of Indenture

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

Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of a Trust. The Sponsor will determine
the manner, timing and execution of the sale of the Securities. Written notice
of the termination of a Trust specifying the time or times at which
Unitholders may surrender their certificates for cancellation shall be given
by the Trustee to each Unitholder at his address appearing on the registration
books of such Trust maintained by the Trustee. Unitholders will receive a cash
distribution from the sale of the remaining Securities within a reasonable
time after the Trust is terminated. Regardless of the distribution involved,
the Trustee will deduct from the funds of a Trust any accrued costs, expenses,
advances or indemnities provided by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts required
as a reserve to provide for payment of any applicable taxes or other
governmental charges. Trustee will then distribute to each Unitholder his pro
rata share of the balance of the Income and Capital Accounts.

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<PAGE>

Legal Opinion

The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Winston & Strawn, 200
Park Avenue, New York, New York 10166-4193, has acted as counsel for the
Trustee with respect to the Series.

Auditors

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

Code of Ethics

The Sponsor and the Trusts have adopted a code of ethics requiring the Spon-
sor's employees who have access to information on Trust transactions to report
personal securities transactions. The purpose of the code is to avoid poten-
tial conflicts of interest and to prevent fraud, deception or misconduct with
respect to the Trusts.

Supplemental Information

Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about this Trust, which has
been filed with the Securities and Exchange Commission and is intended to
supplement information contained in Part A and Part B of this Prospectus. This
supplement includes additional general information about the Sponsor and the
Trusts.

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NUVEEN INDEX PORTFOLIO
PROSPECTUS -- PART B

November 15, 2000

Sponsor Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700

Trustee The Bank of New York
101 Barclay Street
New York, NY 10286
Telephone: 800-742-8860

Legal Counsel to Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603

Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603

This Prospectus does not contain complete information about the Nuveen Unit
Trusts filed with the Securities and Exchange Commission in Washington, DC un-
der the Securities Act of 1933 and the Investment Company Act of 1940.

More information about the Trusts, including the code of ethics adopted by
the Sponsor and the Nuveen Unit Trusts, can be found in the Commission's Pub-
lic Reference Room. Information about the operation of the Public Reference
Room may be obtained by calling the Commission at 1-202-942-8090. Trust infor-
mation is also available on the EDGAR Database on the Commission's website at
http://www.sec.gov, or may be obtained at proscribed rates by sending an e-
mail request to [email protected] or by writing to the Commission's Public
Reference Section at 450 Fifth Street NW, Washington, D.C. 20549-0102.

No person is authorized to give any information or representation about the
Trusts not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.

When Units of a Trust are no longer available or for investors who will re-
invest into subsequent series of a Trust, this Prospectus may be used as a
preliminary Prospectus for a future series. If this is the case, investors
should note the following:

1. Information in this Prospectus is not complete and may be changed;

2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and

3. This Prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.

<PAGE>

NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT

November 15, 2000

NUVEEN UNIT TRUSTS, SERIES 109

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 Bank of New York, 101 Barclay Street,
New York, NY 10286 (800-742-8860). This Information Supplement has been
created to supplement information contained in the Prospectus.

This Information Supplement is dated November 15, 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 (''Nuveen''), 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) 742-8860. 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,
Nuveen Investments, 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.

Software and Technology Issuers. An investment in Units of the Nuveen
Nasdaq 100 Index Portfolio should be made with an understanding of the problems
and risks inherent in the software and technology sectors in general. The
Portfolio includes a concentration of issuers within the software and technology
industries.

Software and technology companies generally include companies involved in
the development, design, manufacture and sale of computers, software, computer-
related equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product and
service obsolescence, cyclical market patterns, intense competition, evolving
industry standards and frequent new product introductions. The success of the
issuers of the Securities depends in substantial part on the timely and
successful introduction of new products. An unexpected change in one or more of
the technologies affecting an issuer's products or in the market for products
based on a particular technology could have a material adverse effect on an
issuer's operating results. Furthermore, there can be no assurance that the
issuers of the securities will be able to respond in a timely manner to compete
in the rapidly developing marketplace.

Based on the trading history of software and technology stocks, factors
such as the announcement of new products, the development of new technologies or
the general condition of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate substantially. In
addition, software and technology company stocks have experienced extreme price
and volume fluctuations that often have been unrelated to the operating
performance of such companies. This market volatility may adversely affect the
market price of the securities and therefore the ability of a Unitholder to
redeem Units at a price equal to or greater than the original price paid for
such Units.

Some key components of certain products of software and technology issuers
are currently available only from single sources. There can be no assurance that
in the future suppliers will be able to meet the demand for components in a
timely and cost effective manner. Accordingly, an issuer's operating results and
customer relationships could be adversely affected by either an increase in
price for, or an interruption or reduction in supply of, any key components.
Additionally, many technology issuers are characterized by a highly concentrated
customer base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure to
comply with such standards may result in a significant loss or reduction of
sales. Because many products and technologies of software and technology
companies are incorporated into other related products, such companies are often
highly dependent on the performance of the personal computer, electronics and
telecommunications industries. There can be no assurance that these customers
will place additional orders, or that an issuer of securities will obtain orders
of similar magnitude as past orders from other customers. Similarly, the success
of certain software and technology companies is tied to a relatively small
concentration of products or technologies. Accordingly, a decline in demand of
such products, technologies or from such customers could have a material adverse
impact on issuers of the securities.

Many software or technology companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no assurance
that the steps taken by the issuers of the securities to protect their
proprietary rights will be adequate to prevent misappropriation of their
software or technology or that competitors will not independently develop
software or technologies that are substantially equivalent or superior to such
issuers' software or technology. In addition, due to the increasing public use
of the Internet, it is possible that other laws and regulations may be adopted
to address issues such as privacy, pricing, characteristics, and quality of
Internet products and services. The adoption of any such laws could have a
material adverse impact on the securities in the Portfolio. The above factors
could adversely affect the value of the Trust's Units.

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