<PAGE>
33 ACT FILE NO. 333-31010
40 ACT FILE NO. 811-2271
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on
Form N-8B-2
<TABLE>
<S> <C> <C>
A. Exact name of Trust: NUVEEN TAX-FREE UNIT TRUST, SERIES 1153
B. Name of Depositor: JOHN NUVEEN & CO. INCORPORATED
C. Complete address of Depositor's principal executive offices:
333 West Wacker Drive
Chicago, Illinois 60606
D. Name and complete address of agents for service:
JOHN NUVEEN & CO. INCORPORATED
Attn: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606
CHAPMAN AND CUTLER
Attn: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on March 8, 2000 pursuant to paragraph (b) of rule 485
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of rule 485 or 486
E. Title of securities being registered: Units of fractional undivided beneficial interest.
F. Approximate date of proposed sale to the public: As soon as practicable after the
effective date of the Registration Statement.
/ / Check box if it is proposed that this filing will become effective on (date) at (time)
pursuant to Rule 487.
</TABLE>
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<PAGE>
Prospectus
The prospectus for this amendment is incorporated herein by reference to
the Prospectus for Nuveen Tax-Free Unit Trust, Series 1153 (File No.
333-31010) filed on March 2, 2000. The Registrant, Nuveen Tax-Free Unit
Trust, Series 1153, herein represents that this Amendment No. 2 is being
filed solely to make a non-material change and that no material event
requiring disclosure in the Prospectus has occurred since March 2, 2000, the
effective date of the Registrant's registration statement.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
A. Bonding Arrangements of Depositor:
The Depositor has obtained the following Stockbrokers Blanket Bonds for its
officers, directors and employees:
<TABLE>
<S> <C>
INSURER/POLICY NO. AMOUNT
Reliance Insurance Company $26,000,000
B 262 6895
</TABLE>
B. THIS REGISTRATION STATEMENT COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet
The Prospectus (incorporated by reference to Amendment No. 1 to the
Registration Statement on Form S-6 [File No. 333-31010] filed on March 2,
2000 on behalf of Nuveen Tax-Free Unit Trust, Series 1153)
The signatures
Consents of Counsel
Exhibits
C. EXPLANATORY NOTE:
This amendment to the Registration Statement is being submitted to add
Exhibit 2.2 which provides a Code of Ethics for the Trust(s) and the
Principal Underwriter.
D. UNDERTAKINGS:
1. The Information Supplement to the Trust will not include third party
financial information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Tax-Free Unit Trust, Series 1153 certifies that this amendment to the
Registration Statement meets all the requirements for effectiveness pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Chicago and State of
Illinois on March 8, 2000.
NUVEEN TAX-FREE UNIT TRUST, SERIES
1153
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By: Robert Burke
--------------------------------------
Vice President
Attest: Nicholas Dalmaso
--------------------------------------
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE* DATE
<S> <C> <C> <C>
Timothy T. Schwertfeger Chairman, Board of Directors, )
Chief Executive Officer and )
Director )
)
)
John P. Amboian President and Director ) Larry W. Martin
) Attorney-In-Fact**
)
) March 8, 2000
Margaret E. Wilson Vice President and Controller )
)
)
)
</TABLE>
- --------------
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
** The powers of attorney for Messrs. Amboian and Schwertfeger were filed on
March 20, 1997 as Exhibit P to Form N-8B-2 (File No. 811-08103) and for
Ms. Wilson as Exhibit 6.2 to Nuveen Unit Trusts, Series 12 (File No. 333-49197)
filed on May 14, 1998.
<PAGE>
CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement is incorporated by reference to
Amendment No. 1 to the Registration Statement on Form S-6 [File No. 333-31010]
filed on March 2, 2000 on behalf of Nuveen Tax-Free Unit Trust, Series 1153.
CONSENT OF STATE COUNSEL
The consents of special counsel to the Fund for state tax matters to the use
of their names in the Prospectus included in the Registration Statement is
incorporated by reference to Amendment No. 1 to the Registration Statement on
Form S-6 [File No. 333-31010] filed on March 2, 2000 on behalf of Nuveen
Tax-Free Unit Trust, Series 1153.
CONSENT OF KENNY S&P EVALUATION SERVICES
The consent of Kenny S&P Evaluation Services to the use of its name in the
Prospectus included in the Registration Statement is incorporated by reference
to Amendment No. 1 to the Registration Statement on Form S-6 [File No.
333-31010] filed on March 2, 2000 on behalf of Nuveen Tax-Free Unit Trust,
Series 1153.
CONSENT OF CARTER, LEDYARD & MILBURN
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement is incorporated by reference
to Amendment No. 1 to the Registration Statement on Form S-6 [File No.
333-31010] filed on March 2, 2000 on behalf of Nuveen Tax-Free Unit Trust,
Series 1153.
CONSENT OF ARTHUR ANDERSEN LLP
The consent of Arthur Andersen LLP to the use of its report and to the
reference to such firm in the Prospectus included in the Registration Statement
is incorporated by reference to Amendment No. 1 to the Registration Statement
on Form S-6 [File No. 333-31010] filed on March 2, 2000 on behalf of Nuveen
Tax-Free Unit Trust, Series 1153.
<PAGE>
LIST OF EXHIBITS
<TABLE>
<S> <C>
1.1(a) Copy of Standard Terms and Conditions of Trust between John
Nuveen & Co. Incorporated, Depositor, and The Chase
Manhattan Bank, Trustee(filed as Exhibit 1.1(a) to the
Sponsor's Amendment to the Registration Statement on
Form S-6 relating to Series 823 of the Fund [File
No. 33-62325] and incorporated herein by reference).
1.1(b) Trust Indenture and Agreement (to be supplied by amendment).
1.2 Copy of Certificate of Incorporation, as amended, of John
Nuveen & Co. Incorporated, Depositor (incorporated by
reference to Form N-8B-2 [File No. 811-1547] filed on
September 29, 1967 on behalf of Nuveen Tax-Exempt Unit
Trust, Series 16).
1.3 Copy of amendment of Certificate of Incorporation changing
name of Depositor to John Nuveen & Co. Incorporated
(incorporated by reference to Form N-8B-2 [File
No. 811-2198] filed on April 11, 1985 on behalf of Nuveen
Tax-Exempt Unit Trust, Series 37).
2.1 Copy of Certificate of Ownership (included in
Exhibit 1.1(a) on pages 2 to 8, inclusive, and incorporated
herein by reference).
2.2 Code of Ethics of the Trust(s) and Principal Underwriter.
3.1 Opinion of counsel as to legality of securities being
registered (incorporated by reference to Amendment No. 1 to
the Registration Statement on Form S-6 [File No. 333-31010]
filed on March 2, 2000 on behalf of Nuveen Tax-Free Unit
Trust, Series 1153).
3.2 Opinion of counsel as to Federal income tax status of
securities being registered (incorporated by reference to
Amendment No. 1 to the Registration Statement on Form S-6
[File No. 333-31010] filed on March 2, 2000 on behalf of
Nuveen Tax-Free Unit Trust, Series 1153).
3.3 Opinions of special state counsel to the Fund for state tax
matters as to income tax status to residents of the
respective states of the units of the respective trusts and
consents to the use of their names in the Prospectus
(incorporated by reference to Amendment No. 1 to the
Registration Statement on Form S-6 [File No. 333-31010]
filed on March 2, 2000 on behalf of Nuveen Tax-Free Unit
Trust, Series 1153).
3.4 Corporate opinion of Trustee's counsel (incorporated by
reference to Amendment No. 1 to the Registration Statement on
Form S-6 [File No. 333-31010] filed on March 2, 2000 on behalf
of Nuveen Tax-Free Unit Trust, Series 1153).
3.5 Opinion of Trustee's counsel as to New York tax status
(incorporated by reference to Amendment No. 1 to the
Registration Statement on Form S-6 [File No. 333-31010]
filed on March 2, 2000 on behalf of Nuveen Tax-Free Unit
Trust, Series 1153).
4.1 Consent of Kenny S+P Evaluation Services (incorporated by
reference to Amendment No. 1 to the Registration Statement
on Form S-6 [File No. 333-31010] filed on March 2, 2000 on
behalf of Nuveen Tax-Free Unit Trust, Series 1153).
4.2 Consent of Carter, Ledyard & Milburn (incorporated by reference
to Amendment No. 1 to the Registration Statement on Form S-6
[File No. 333-31010] filed on March 2, 2000 on behalf of
Nuveen Tax-Free Unit Trust, Series 1153).
4.3 Consent of Arthur Andersen LLP (incorporated by reference to
Amendment No. 1 to the Registration Statement on Form S-6
[File No. 333-31010] filed on March 2, 2000 on behalf of
Nuveen Tax-Free Unit Trust, Series 1153).
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to the
Amendment to the Registration Statement on Form S-6 [File
No. 33-62325] filed on September 7, 1995 on behalf of Nuveen
Tax-Exempt Unit Trust, Series 823).
</TABLE>
<PAGE>
NUVEEN DEFINED PORTFOLIOS
NUVEEN MUTUAL FUNDS
NUVEEN EXCHANGE-TRADED FUNDS
NUVEEN ADVISORY CORP.
NUVEEN INSTITUTIONAL ADVISORY CORP.
NUVEEN ASSET MANAGEMENT INC.
NUVEEN SENIOR LOAN ASSET MANAGEMENT INC.
JOHN NUVEEN & CO. INCORPORATED
------------------------------
Standards and Procedures
Regarding
Conflicts of Interest
------------------------------
Code of Ethics
And
Reporting Requirements
The Securities and Exchange Commission, in Investment Company Act Release No.
11421, has adopted Rule l7j-l "to provide guidance to investment companies as to
the minimum standards of conduct appropriate for persons who have access to
information regarding the purchase and sale of portfolio securities by
investment companies." The Rule requires registered investment companies, their
investment advisers and their principal underwriters to adopt codes of ethics
and reporting requirements to guard against violations of the standards set
forth in the Rule and the principles provided below and to establish guidelines
for the conduct of persons who (1) may obtain material non-public information
concerning securities held by or considered for purchase or sale by any series
of the Nuveen Defined Portfolios (the "Trusts") or by any of the
Nuveen-sponsored registered management investment companies (the "Funds") or
non-management investment company clients ("Clients") to which Nuveen Advisory
Corp., Nuveen Asset Management Inc. Nuveen Institutional Advisory Corp. or
Nuveen Senior Loan Assset Management Inc. act as investment advisers or (2) may
make any recommendation or participate in the determination of which
recommendation shall be made concerning the purchase or sale of any securities
by a Trust, Fund or Client. Persons subject to this Code are also subject to
Nuveen's Policies and Procedures Designed to Prevent Insider Trading.
The equity Funds ("Sub-Advised Funds") advised pursuant to sub-advisory
agreements with Institutional Capital Corporation and Rittenhouse Financial
Services ("Sub-Advisers") acknowledge that, in lieu of being subject to this
Code of Ethics, all employees and other persons affiliated with such
Sub-Advisers shall be subject to the respective Sub-Adviser's Code of Ethics. In
addition, due to Nuveen personnel's limited access to information regarding the
Sub-Advisers' portfolio activities concerning equity securities, Nuveen
personnel who are Access Persons of the Sub-Advised Funds shall not be required
to preclear any transactions under this Code solely because they are Access
Persons of such Funds. Where appropriate, designated Nuveen employees who may be
privy to a Sub-Adviser's portfolio deliberations will be subject to the
Sub-Adviser's Code of Ethics. This Code of Ethics (the "Code") consists of six
sections -- 1. Statement of General Principles; 2. Definitions; 3. Exempted
Transactions; 4. Prohibitions; 5. Reporting Requirements; and 6. Sanctions.
I. STATEMENT OF GENERAL PRINCIPLES
<PAGE>
2
The Code is based upon the principle that the officers, directors and employees
of a Fund, Nuveen Advisory Corp., Nuveen Institutional Advisory Corp., Nuveen
Asset Management Inc., Nuveen Senior Loan Asset Management Inc. and John Nuveen
& Co. Incorporated owe a fiduciary duty to, among others, the unitholders and
shareholders of the Trusts and Funds and the Clients, to conduct their personal
securities transactions in a manner which does not interfere with Trust, Fund or
Client portfolio transactions or otherwise take unfair advantage of their
relationship to the Trusts, Funds or Clients. In accordance with this general
principle, persons covered by the Code must: (1) place the interests of
unitholders and shareholders of the Trusts and Funds and the Clients first; (2)
execute personal securities transactions in compliance with the Code; (3) avoid
any actual or potential conflict of interest and any abuse of their positions of
trust and responsibility; and (4) not take inappropriate advantage of their
positions. For example, a person who learns of a corporate opportunity due to
their position shall not take advantage of and profit from such opportunity. It
bears emphasis that technical compliance with the Code's procedures will not
automatically insulate from scrutiny trades which show a pattern of abuse of the
individual's fiduciary duties to the Trust, Fund or Client. In addition, a
violation of the general principles of the Code may constitute a punishable
violation.
II. DEFINITIONS
As used herein:
(1) "Access Person" shall mean:
(a) Any director, officer or advisory person of any Fund or Trust or
of Nuveen Advisory Corp., Nuveen Institutional Advisory Corp.,
Nuveen Asset Management Inc., and Nuveen Senior Loan Asset
Management Inc.
(b) Any director or officer of John Nuveen & Co. Incorporated who in
the ordinary course of his business makes, participates in or
obtains information regarding the purchase or sale of securities
for the Funds, Trusts or Clients or whose functions or duties as
part of the ordinary course of his business relate to the making
of any recommendation to such Fund, Trust or Client regarding the
purchase or sale of securities.
Lists of persons deemed to be Access Persons of the various entities
subject to this Code are attached as Exhibits hereto.
For purposes of this section "advisory person" shall mean:
(a) Any employee of a Fund, of Nuveen Advisory Corp., of Nuveen
Institutional Advisory Corp., of Nuveen Asset Management Inc., of
Nuveen Senior Loan Asset Management Inc. or of John Nuveen & Co.
Incorporated who, in connection with his or her regular functions
or duties, makes, participates in, or obtains information,
regarding the purchase or sale of a security by a Trust, Fund or
Client or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
<PAGE>
3
(b) Any director or officer of John Nuveen & Co. Incorporated who
obtains information concerning recommendations made to such
Trust, Fund or Client with respect to the purchase or sale of a
security.
"Investment Personnel" and "Portfolio Managers" defined below are in
each case also "Access Persons."
(2) "Beneficial ownership" shall be interpreted in accordance with the
definition set forth in Rule 16a-1(a)(2) under the Securities Exchange
Act of 1934. Section 16a-1(a)(2) specifies that a person will be
deemed to be the "beneficial owner" of securities that such
individual, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares in the
opportunity to profit or share in any profit derived from a
transaction in the subject security. In addition, a person will be
deemed to be the beneficial owner of securities:
(a) held by members of such person's immediate family sharing the
same household;
(b) held by a general or limited partnership for which such person is
a general partner;
(c) held in a trust:
(i) of which such person is trustee and the trustee or
members of his or her immediate family have a pecuniary
interest in the trust;
(ii) in which such person has a vested beneficial interest
or shares in investment control with the trustee;
(iii) of which such person is settlor and which the settlor
has the power to revoke the trust without consent of
the beneficiaries; or
(iv) certain other trusts as set forth in Rule 16a-1(a)(2)
under the Securities Exchange Act of 1934.
A person will not be deemed to be the beneficial owner of
securities held in the portfolio of a registered investment
company solely by reason of his or her ownership of shares
or units of such registered investment company.
(3) "Control" shall have the same meaning as set forth in Section 2(a) (9)
of the Investment Company Act of 1940.
(4) "Investment Personnel" shall mean any employee of Nuveen Advisory
Corp., Nuveen Institutional Advisory Corp., Nuveen Asset Management
Inc., Nuveen Senior Loan Asset Management Inc. or John Nuveen and Co.
Incorporated who acts as a portfolio manager or as an analyst or
trader who provides information or advice to the portfolio manager or
who helps execute the portfolio manager's decisions. Lists of persons
deemed to be Investment Personnel of the various entities subject to
this Code are attached as Exhibits hereto.
<PAGE>
4
(5) "Portfolio Manager" shall mean any employee of Nuveen Advisory Corp.,
Nuveen Institutional Advisory Corp., Nuveen Asset Management Inc.,
Nuveen Senior Loan Asset Mangement Inc. or John Nuveen & Co.
Incorporated who is entrusted with the direct responsibility and
authority to make investment decisions affecting a Trust, Fund or
Client. Lists of persons deemed to be Portfolio Managers of the
various entities subject to this Code are attached as Exhibits hereto.
Portfolio Mangers are also Investment Personnel and Access Persons by
definition.
(6) "Purchase or sale of a security" shall include any transaction in
which a beneficial interest in a security is acquired or disposed of,
including but not limited to the writing of an option to purchase or
sell a security or the cancellation of a good-until-canceled order.
(7) "Security" shall mean any stock, bond, debenture, evidence of
indebtedness or in general any other instrument defined to be a
security in Section 2(a)(36) of the Investment Company Act of l940
EXCEPT that it shall not include securities issued by the Government
of the United States, short term debt securities which are "government
securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, bankers' acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end investment
companies.
A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person considers making such recommendation.
(8) "Income Fund Eligible Security" shall include income-producing
securities, including equity and fixed income securities identified as
eligible for purchase from time to time by the Portfolio Manager for
that Fund.
(9) "Taxable Defined Portfolio Eligible Security" shall include equity and
fixed income securities of companies which are current holdings of the
Defined Portfolios (formerly called "Unit Trusts") or identified as
eligible for purchase for such Portfolios.
(10) "Dividend and Growth Fund Eligible Securities" shall include equity
and fixed income securities identified as eligible for purchase from
time to time by the Portfolio Manager for that Fund.
III. EXEMPTED TRANSACTIONS
The prohibitions of Section IV of this Code shall not apply to:
(1) Purchases or sales affecting any account over which the party involved
has no direct or indirect influence or control such as accounts
managed by independent managers who exercise investment discretion;
(2) Purchases or sales which are non-volitional on the part of either the
party involved or a Trust, Fund or Client;
(3) Purchases which are part of an automatic dividend reinvestment plan.
<PAGE>
5
(4) Purchases effected upon the exercise of rights issued by an issuer PRO
RATA to all holders of a class of its securities, to the extent such
rights were acquired from such issuer, and sales of such rights so
acquired.
(5) Purchases or sales of Income Fund Eligible Securities, Taxable Defined
Portfolio Eligible Securities and Dividend and Growth Fund Eligible
Securities in each case issued by companies with a public equity
market capitalization of at least $1 billion.
The fiduciary principles set forth in Section 1 shall nevertheless
apply to the above described transactions.
IV. PROHIBITIONS
(1) TRANSACTIONS REQUIRING PRE-CLEARANCE: Unless previously cleared in the
manner described in paragraph (8) below, no Access Person shall
purchase or sell the following securities for his or her own account
or for any account in which he or she has any beneficial ownership:
(a) securities offered in a private placement;
(b) securities of The John Nuveen Company;
(c) municipal securities (other than variable rate securities
with reset periods of 6 months or less);
(d) shares of a Nuveen-sponsored exchange-traded fund
(excluding preferred shares of those funds);
(e) Dividend and Growth Fund Eligible Securities (for Utility Fund
Access Persons only);
(f) Strategic Income Fund Eligible Securities (for Strategic Income
Access Persons only); or
(g) Taxable Defined Portfolio Eligible Securities (for Taxable
Defined Portfolio Access Persons only).
"Non-interested" directors (as defined in the Investment Company Act
of 1940) of the Funds are not subject to the prohibitions of
subparagraph (a) and (g) above and are only subject to subparagraphs
(c), (e) and (f) to the extent such director purchases or sells a
security that he has actual knowledge is being considered for purchase
or sale by a Fund. (Regarding (b) above, non-interested directors are
not permitted to purchase securities of The John Nuveen Company.)
Individuals who are only non-interested directors of the Nuveen
open-end Funds shall not be subject to the prohibition of subparagraph
(d) above.
(2) NO TRADES WHEN FUND HAS PENDING "BUY" OR "SELL": No Portfolio Manager
shall execute a securities transaction on a day during which a Trust,
Fund or Client that is managed or surveyed by the company he is
employed by has a pending "buy" or "sell" order in that same security
until that order is executed or withdrawn. No other Access Person
shall execute a securities transaction on a day during which a Trust,
Fund or Client has a pending "buy" or "sell" order in that same
security until that order is executed or withdrawn if that person
knows, or reasonably should have known, an order is pending. However,
the preceding two sentences shall not apply to securities
<PAGE>
6
transactions involving a security held by a Fund and invested and
managed under a Sub-Advisory Agreement unless the Portfolio Manager or
Access Person has actual knowledge that the Fund has a pending "buy"
or "sell" order involving such security. In addition, only Utility
Fund, Strategic Income Fund and Taxable Defined Portfolio Access
Persons shall be subject to the restrictions imposed by this paragraph
for Eligible Securities held or considered for purchase by those
entities. Trades made in violation of this prohibition shall be
unwound or, if that is impractical, any profits realized must be
disgorged to a charitable organization.
(3) NO TRADES WITHIN 7 DAYS OF FUND TRADES: No Portfolio Manager of a
Trust, Fund or Client shall purchase or sell any security within seven
calendar days before or after the Trust, Fund or Client he surveys or
manages trades or considers to purchase or sell such security. This
prohibition shall not apply to securities invested and managed under a
Sub-Advisory agreement. Trades made in violation of this prohibition
should be unwound or, if that is impractical, any profits realized
must be disgorged to a charitable organization.
(4) NO PROFITS ON PURCHASES AND SALES WITHIN 60 DAYS: Investment Personnel
shall not profit in the purchase and sale, or sale and purchase, of
the same (or equivalent) security within 60 calendar days if such
security is a municipal security or shares issued by a
Nuveen-sponsored exchange-traded fund. In addition, Utility Fund,
Strategic Income Fund and Taxable Defined Portfolio Investment
Personnel shall not profit in such purchases or sales or sales and
purchases of the same (or equivalent) security within 60 calendar days
if such security is a Eligible Security for the appropriate entity.
Trades made in violation of this prohibition shall be unwound or, if
that is impractical, any profits realized must be disgorged to a
charitable organization.
(5) NO IPOS: Investment Personnel shall not purchase any securities in an
initial public offering other than an offering of securities issued by
municipal or United States government entities.
(6) GIFTS: Investment Personnel shall not accept any thing of material
value (including gifts) from any person or entity that does business
with or on behalf of a Trust, Fund or Client. For purposes of this
prohibition the term "material value" shall have the same meaning
expressed in Rule 2830 of the National Association of Securities
Dealers, Inc.'s Conduct Rules.
(7) SERVICE AS DIRECTORS: Unless such service is previously cleared in the
manner described in paragraph (8) below and the criteria set forth in
that paragraph are followed, Investment Personnel shall not serve as
board members or other decision-makers for entities that issue
municipal securities. In addition, Utility Fund, Strategic Income Fund
and Taxable Defined Portfolio, Access Persons shall not serve as a
board member or decision-maker for a company that issues such Eligible
Securities without preclearance.
(8) PRECLEARANCE: (a) IN GENERAL: An Access Person may request clearance
of a transaction otherwise prohibited by paragraph (1) above prior to
the placement of any order in connection therewith by submitting a
written or oral request for clearance to the General Counsel of John
Nuveen & Co. Incorporated or his designee. Unless specifically
<PAGE>
7
exempted herein, no such transaction may be effected without the prior
clearance of the transaction. Clearance may be reflected in a written
or an electronic report. Clearance shall be valid for three business
days. Clearance shall not be granted for municipal security limit
orders.
(b) PRIVATE PLACEMENTS: Requests from Investment Personnel for
approval to purchase securities offered in a private placement must be
submitted in writing to Nuveen's General Counsel or his designee prior
to placing an order to purchase the securities. Unless specifically
exempted herein, no such transaction may be effected without the prior
clearance of the transaction. Clearance may be reflected in a written
or an electronic report. Any approval shall be valid for three
business days. Transactions may be approved only if the party clearing
the transaction takes into account, among other factors, whether the
investment opportunity should be reserved for a Trust, Fund or Client
and whether the opportunity is being offered to an individual by
virtue of his or her position. In addition, Investment Personnel who
receive authorization to purchase securities in a private placement
have an affirmative duty to disclose that position to the General
Counsel or his designee if he or she plays a role in a Trust's, Fund's
or Client's subsequent investment decision regarding the same issuer.
Once such disclosure is made, the General Counsel or his designee
shall assemble a commission of investment personnel with no personal
interest in the issuer involved to independently review the Trust's,
Fund's or Client's investment decision.
(c) SERVICE AS DIRECTORS: Investment Personnel may request clearance
of service as outside directors otherwise prohibited by paragraph (7)
above, prior to acceptance of any such position, by submitting a
written request for clearance to the General Counsel of John Nuveen &
Co. Incorporated or his designee. Such request shall state the
position sought, the reason service is desired and any possible
conflicts of interest known at the time of the request. No such
position may be accepted without prior clearance. Clearance may be
reflected in a written or an electronic report. Service may be cleared
only if the party clearing the transaction determines that service in
that capacity would not be inconsistent with the interests of the
Trusts, Funds or Clients. In addition, investment personnel who
receive authorization to serve in such a capacity must be isolated
through "Chinese Wall" procedures from those making investment
decisions regarding securities issued by the entity involved.
V. REPORTING REQUIREMENTS
(1) Every Access Person (other than directors of a Fund who are not
"interested persons" of such Fund) shall report to the Legal
Department of John Nuveen & Co. Incorporated details of each
transaction by reason of which he or she acquires any direct or
indirect beneficial ownership of any security (as defined in Section
II herein). Notwithstanding the foregoing, an Access Person need not
make a report pursuant hereto where such report would duplicate
information recorded pursuant to Rules 204-2(a)(l2) or 204-2(a)(l3)
under the Investment Advisers Act of l940. In addition to the
reporting requirement expressed above, Access Persons (other than
directors who are not "interested persons") shall authorize the Legal
Department to direct their broker or brokers to supply to the Legal
Department, on a timely basis, duplicate copies of confirmations of
all securities transactions and copies of periodic statements for all
<PAGE>
8
securities accounts involving securities in which such Access Person
acquires or disposes of direct or indirect beneficial ownership. Such
duplicate confirmations and periodic statements received during the
prescribed period shall satisfy the reporting requirements set forth
in this paragraph. Also, trades executed through Nuveen or in an
account in which Nuveen is the broker of record shall be deemed to
have been reported for purposes of this paragraph. Notwithstanding the
provisions of this paragraph, a report shall not be required for
purchases and sales in any account over which the party involved does
not have direct or indirect influence or control such as a "wrap"
account managed by an independent manager.
(2) Every director of a Fund who is not an "interested person" of such
Fund shall be required to report the details of each transaction with
respect to which such director knew or, in the ordinary course of
fulfilling his or her official duties as a director of the Fund,
should have known that during the 15 day period immediately preceding
or after the date of the transaction in a security by the director
such security is or was purchased or sold by the Fund or such purchase
or sale by the Fund is or was considered by the Fund or its investment
adviser.
(3) Every report required to be made pursuant to paragraphs 1 and 2 of
this Section (other than duplicate copies of confirmations and
periodic statements) shall be made not later than l0 days after the
end of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
(a) the date of the transaction, the title and the number of shares,
or principal amount of each security involved;
(b) the nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(c) the price at which the transaction was effected; and
(d) the name of the broker, dealer or bank with or through whom the
transaction was effected.
Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or
she has or disposed of any direct or indirect beneficial ownership in
the security to which the report relates.
(4) The reporting requirements established pursuant to paragraphs 1 and 2
of this Section (other than duplicate copies of confirmations and
periodic statements) shall apply only to transactions by an Access
Person in securities in which such Access Person has, or by reason of
such transaction acquires or disposes of, any direct or indirect
beneficial ownership in the security.
(5) Investment Personnel shall disclose to the General Counsel of John
Nuveen & Co. Incorporated all personal securities holdings within 10
days of commencement of employment as an investment person and shall
continue to disclose such holdings on an annual basis.
VI. SANCTIONS
<PAGE>
9
Upon discovery of a violation of this Code, including either
violations of the enumerated provisions or the general principles
provided, any Fund, Nuveen Advisory Corp., Nuveen Institutional
Advisory Corp., Nuveen Asset Management Inc., Nuveen Senior Loan Asset
Management Inc. or John Nuveen & Co. Incorporated may impose such
sanctions as it deems appropriate, including, INTER ALIA, a letter of
censure or suspension or termination of the employment of the
violator. All material violations of this Code and any sanctions
imposed with respect thereto shall be reported periodically to the
board of directors of the management investment company with respect
to securities of which the violation occurred, or to the Executive
Committee of John Nuveen & Co. Incorporated if the violation was with
respect to securities of any series of the Nuveen Defined Portfolios,
or to the board of directors of Nuveen Institutional Advisory Corp.,
Nuveen Asset Management Inc. or Nuveen Advisory Corp. with respect to
securities of non-management investment company clients advised by
these entities.
Last revised September, 1999
t:\nasdcompliancemanual\codeth2.doc
<PAGE>
10
EXHIBIT A
ACCESS PERSONS (AS OF SEPTEMBER 1, 1999)
ACCESS PERSON ONLY
Todd L. Abramson
John P. Amboian
Glen Anderson
Julia Antonatos
Katherine Bateman
Alan G. Berkshire
Verla Holeman Boyle
Paul L. Brennan
Gregory Brunk
David H. Burgess
Susan E. Carr
Francesco Cristiano
Lisa Crossley
Nicholas Dalmaso
Karen Davern
Michael S. Davern
Gary R. Downie
Martin J. Doyle
Jessica Droeger
Kathy Erwin
Christopher P. Fama
Lorna Ferguson
William Fitzgerald
Stephen D. Foy
Peter J. Fugiel
J. Thomas Futrell
John W. Gambla
Fabian Gomez
Richard Harper
Karen Healy
Cadmus M. Hicks
Steven Hill
Richard A. Huber
Susan Hudson
Richard Hughes
Scott Craven Jones
Evan Kallberg
Jeffrey D. Keele
Ted R. Korczyk
Steven J. Krupa
David E. Kuenzi
Jeffrey W. Maillet
<PAGE>
11
Larry W. Martin
Julie McKinney
John V. Miller
Lisa M. Mincheski
Craig T. Muska
Edward F. Neild, IV
William O'Brien
Thomas J. O'Shaughnessy
Walter K. Parker
Stephen S. Peterson
Ben J. Range
Eileen T. Rives
Michael S. Rosenthal
Timothy R. Schwertfeger
Michael Sheyker
Thomas C. Spalding, Jr.
Ben H. Stairs
Cathryn Steeves
Martha Strom
Terry Trim
Heather Tucker
Johnathan N. Wilhelm
Margaret Wilson
Gifford R. Zimmerman
t:\nasdcompliancemanual\codeth2.doc
