<PAGE>
File No. 33-51205
40 Act File No. 811-2271
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-6
For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust: NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 711
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: James J. Wesolowski
333 West Wacker Drive
Chicago, Illinois 60606
CHAPMAN AND CUTLER
Attn: Daniel C. Bird, Jr.
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
- -----
- ----- immediately upon filing pursuant to paragraph (b)
- -----
- ----- on (date) pursuant to paragraph (b)
- -----
- ----- 60 days after filing pursuant to paragraph (a)
- -----
- ----- on (date) pursuant to paragraph (a) of rule 485 or 486
E. Title and amount of securities being registered: An indefinite number of
Units as permitted by Rule 24f-2.
F. Proposed maximum offering price to the public of the securities being
registered: Not presently determinable.
G. Amount of filing fee: $500 in accordance with Rule 24f-2.
H. 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
X on 01/06/94 at 1:30 p.m. pursuant to Rule 487.
______
<PAGE>
JANUARY 6, 1994
SUBJECT TO COMPLETION
NUVEEN Tax-Exempt Unit Trusts
PROSPECTUS
Series 711
January 6, 1994
INTEREST INCOME TO THE TRUSTS AND TO UNITHOLDERS, IN THE OPINION OF COUNSEL,
UNDER EXISTING LAW IS EXEMPT FROM FEDERAL INCOME TAX. CAPITAL GAINS, IF ANY, ARE
SUBJECT TO TAX. IN ADDITION, INTEREST INCOME OF STATE TRUSTS IS, IN THE OPINION
OF COUNSEL, EXEMPT, TO THE EXTENT INDICATED, FROM STATE AND LOCAL TAXES.
INTEREST INCOME OF ANY TRUST OTHER THAN A STATE TRUST MAY BE SUBJECT TO STATE
AND LOCAL TAXES.
CURRENTLY OFFERED AT PUBLIC OFFERING PRICE PLUS INTEREST ACCRUED TO THE DATE OF
SETTLEMENT. MINIMUM PURCHASE--EITHER $5,000 OR 50 UNITS, WHICHEVER IS LESS.
THE NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 711 consists of five underlying
separate unit investment trusts designated as California Insured Trust 219,
Florida Insured Trust 184, Massachusetts Insured Trust 109, New Jersey Insured
Trust 171 and Pennsylvania Insured Trust 175. Each Trust initially consists of
delivery statements relating to contracts to purchase Bonds and, thereafter,
will consist of a diversified portfolio of obligations issued by or on behalf of
states and territories of the United States and authorities and political
subdivisions thereof (see SCHEDULES OF INVESTMENTS), the interest on which is,
in the opinion of bond counsel to the issuers, exempt from Federal income tax
under existing law. In addition, the interest on Bonds in each State Trust is,
in the opinion of bond counsel to the issuers of the obligations, exempt from
such State's income taxes, if any. All obligations in each Traditional Trust are
rated in the category "A" or better by Standard & Poor's Corporation or Moody's
Investors Service, Inc. on the Date of Deposit. All obligations in each Insured
Trust are covered by policies of insurance obtained from the Municipal Bond
Investors Assurance Corporation guaranteeing payment of principal and interest
when due. All such policies of insurance remain effective so long as the
obligations are outstanding. As a result of such insurance, the Bonds in each
portfolio of the Insured Trusts have received a rating of "Aaa" by Moody's
Investors Service, Inc. and the Bonds in the Insured Trusts and the Units of
each such Trust have received a rating of "AAA" by Standard & Poor's
Corporation. INSURANCE RELATES ONLY TO THE BONDS IN THE INSURED TRUSTS AND NOT
TO THE UNITS OFFERED HEREBY OR TO THEIR MARKET VALUE. (See Section 5.)
THE OBJECTIVES of the Trusts are tax-exempt income and conservation of capital
through a diversified investment in tax-exempt Bonds. (SEE SECTIONS 2, 3 AND
11.) The payment of interest and the preservation of principal are, of course,
dependent upon the continuing ability of the issuers of Bonds and of any insurer
thereof to meet their obligations thereunder. There is no guarantee that the
Trusts' objectives will be achieved.
DISTRIBUTIONS of interest received by each Trust will be made semi-annually
unless the Unitholder elects to receive them monthly or quarterly. (SEE SECTION
13.) Distribution of funds in the Principal Account, if any, will ordinarily be
made semi-annually.
FOR ESTIMATED LONG TERM RETURNS AND ESTIMATED CURRENT RETURNS to Unitholders in
each Trust on the business day prior to the Date of Deposit. (SEE PAGE 3 AND
SECTION 9.)
THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial offering
period is equal to a pro rata share of the OFFERING prices of the Bonds in such
Trust's portfolio plus a sales charge of up to 4.90% of the Public Offering
Price (equivalent to 5.152% of the net amount invested); the sales charge is
somewhat lower on Trusts with lesser average maturities. (SEE SECTION 6.) The
Secondary Market Public Offering Price per Unit for each Trust will be equal to
a pro rata share of the sum of BID prices of the Bonds in such Trust plus the
sales charges determined based on the number of years remaining to the maturity
of each Bond. Accrued interest from the preceding Record Date to, but not
including, the settlement date is added to the Public Offering Price. The sales
charge is reduced on a graduated scale for sales involving at least $100,000 or
1,000 Units and will be applied on whichever basis is more favorable to the
purchaser. (SEE SECTION 6.)
A UNITHOLDER MAY REDEEM UNITS at the office of the Trustee, United States Trust
Company of New York, at prices based upon the BID prices of the Bonds. The price
received upon redemption may be more or less than the amount paid by
Unitholders, depending upon the value of the Bonds on the date of tender for
redemption. (SEE SECTION 19.) The Sponsor, although not required to do so,
intends to make a secondary market for the Units of the Trusts at prices based
upon the BID prices of the Bonds in the respective Trusts. (SEE SECTION 7.)
RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
NUVEEN Tax-Exempt Unit Trusts
<TABLE>
<CAPTION>
Index Section Page
<C> <S> <C> <C>
SPECIFIC TRUST MATTERS
California Insured Trust 219 3 9-21
Florida Insured Trust 184 3 22-30
Massachusetts Insured Trust 109 3 31-41
New Jersey Insured Trust 171 3 42-49
Pennsylvania Insured Trust 175 3 50-58
GENERAL MATTERS
Accrued Interest 8 A-16
Accumulation Plan 14 A-23
Bonds, How Selected 3 8
Bonds, Initial Determination of Offering Price 10 A-17
Bonds, Limited Right of Substitution 4 A-7
Bond Ratings 3 9-58
Bonds, Removal from Trust 21 A-32
Call Provisions of Portfolio Bonds 3, 4 9-58
Capital Gains Taxability 11 A-18
Dealer Discount 17 A-28
Description of Units of Trust 1 6
Distributions to Unitholders 13 A-22
Distribution Payment Dates 3, 13 9-58, A-22
Distribution of Units to the Public 17 A-27
Essential Information Regarding the Trusts -- 4
Estimated Long Term Return and Estimated Current
Return 9 3, A-16
Evaluation 16 A-27
Expenses to Fund 12 A-21
Insurance on Bonds in the Insured Trusts 5 A-9
Insurance on Certain Bonds in the Traditional
Trusts 5 A-12
Interest Income to Trust 3 9-58
Investments, Schedules of 3 9-58
Legality of Units 24 A-36
Limitations on Liabilities of Sponsor and Trustee 22 A-33
Market for Units 7 A-15
Minimum Transaction 17 A-29
Objectives of the Trusts 2 7
Optional Distribution Plan 13 A-22
Other Information 24 A-35
Ownership and Transfer of Units 18 A-29
Public Offering Price of Units 6 A-12
Quantity Purchases 6 A-13
Record Dates 13 A-22
Ratings, Description of 24 A-37
Redemption of Units by Trustee 19 A-29
Reports to Unitholders 15 A-26
Repurchase of Units by Sponsor 20 A-31
Sales Charge 6 A-12
Sponsor, Information About 23 A-33
State Tax Status 3 9-58
Successor Trustees and Sponsors 22 A-33
Tax Status of Unitholders 11 A-18
Trustee, Information About 22 A-32
Trust Indenture, Amendment and Termination 24 A-35
Unit Value 16 A-26
</TABLE>
2
<PAGE>
ESTIMATED LONG TERM RETURNS
AND
ESTIMATED CURRENT RETURNS FOR THE TRUSTS
Following are the Estimated Long Term and Estimated Current Returns for each
Trust on the business day prior to the Date of Deposit, under the monthly,
quarterly and semi-annual plans of distribution (SEE SECTION 3):
Estimated Long Term Returns
<TABLE>
<CAPTION>
PLAN OF DISTRIBUTION
----------------------------------------
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
<S> <C> <C> <C>
--------------------------------------------------------------------------------------
California Insured Trust 219............. 5.02% 5.05% 5.07%
Florida Insured Trust 184................ 4.98% 5.01% 5.03%
Massachusetts Insured Trust 109.......... 4.94% 4.96% 4.98%
New Jersey Insured Trust 171............. 4.79% 4.83% 4.84%
Pennsylvania Insured Trust 175........... 4.96% 4.99% 5.01%
</TABLE>
Estimated Current Returns
<TABLE>
<CAPTION>
PLAN OF DISTRIBUTION
----------------------------------------
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
<S> <C> <C> <C>
--------------------------------------------------------------------------------------
California Insured Trust 219............. 4.94% 4.97% 4.99%
Florida Insured Trust 184................ 4.93% 4.96% 4.98%
Massachusetts Insured Trust 109.......... 4.91% 4.94% 4.96%
New Jersey Insured Trust 171............. 4.73% 4.76% 4.78%
Pennsylvania Insured Trust 175........... 4.92% 4.95% 4.97%
</TABLE>
The Estimated Long Term Return for each Trust is a measure of the return to
the investor earned over the estimated life of the Trust. The Estimated Long
Term Return represents an average of the yields to maturity (or call) of the
Bonds in the Trust's portfolio calculated in accordance with accepted bond
practice and adjusted to reflect expenses and sales charges. Under accepted bond
practice, tax-exempt bonds are customarily offered to investors on a "yield
price" basis, which involves computation of yield to maturity or to an earlier
call date (whichever produces the lower yield), and which takes into account not
only the interest payable on the bonds but also the amortization or accretion to
a specified date of any premium over or discount from the par (maturity) value
in the bond's purchase price. In calculating Estimated Long Term Return, the
average yield for the Trust's portfolio is derived by weighting each Bond's
yield by the market value of the Bond and by the amount of time remaining to the
date to which the Bond is priced. Once the average portfolio yield is computed,
this figure is then reduced to reflect estimated expenses and the effect of the
maximum sales charge paid by investors. The Estimated Long Term Return and
Estimated Current Return calculations do not take into account the delays in
payments to Unitholders for the first few months of Trust operations, and it
also does not take into account the difference in the timing of payments to
Unitholders who choose quarterly or semi-annual plans of distribution, each of
which will reduce the return.
Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long Term
Return, Estimated Current Return does not reflect the amortization of premium or
accretion of discount, if any, on the Bonds in the Trust's portfolio. Net Annual
Interest Income per Unit is calculated by dividing the annual interest income to
the Trust, less estimated expenses, by the number of Units outstanding.
Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Bonds. A Trust
may experience expenses and portfolio changes different from those assumed in
the calculation of Estimated Long Term Return. There thus can be no assurance
that the Estimated Current Returns or the Estimated Long Term Returns quoted
herein will be realized in the future. Both the Estimated Current Return and the
Estimated Long Term Return quoted herein are based on the market value of the
underlying Bonds on the business day prior to the Date of Deposit; subsequent
calculations of these performance measures will reflect the then current market
value of the underlying Bonds and may be higher or lower. For more information,
see Section 9. The Sponsor will provide estimated cash flow information relating
to a Trust without charge to each potential investor in a Trust who receives
this prospectus and makes an oral or written request to the Sponsor for such
information.
3
<PAGE>
ESSENTIAL INFORMATION REGARDING THE TRUSTS ON
JANUARY 5, 1994+
Sponsor and Evaluator...... John Nuveen & Co. Incorporated
Trustee........... United States Trust Company of New York
-------------------------------------------
The income, expense and distribution data set forth below have been calculated
for Unitholders receiving MONTHLY distributions. Unitholders choosing
distributions quarterly or semi-annually will receive slightly higher returns
because of the lower Trustee's fees and expenses under such plans. (SEE SECTION
3 FOR DATA RELATING TO THESE PLANS.)
<TABLE>
<CAPTION>
California Florida Massachusetts
Insured Insured Insured
Trust 219 Trust 184 Trust 109
<S> <C> <C> <C>
--------------- --------------- ---------------
Principal Amount of Bonds in Trust.................. $ 3,500,000 $ 3,500,000 $ 3,500,000
Number of Units..................................... 35,000 35,000 35,000
Fractional Undivided Interest in Trust Per Unit..... 1/35,000 1/35,000 1/35,000
Public Offering Price--Less than 1,000 Units
Aggregate Offering Price of Bonds in Trust...... $ 3,389,887 $ 3,383,225 $ 3,476,503
Divided by Number of Units...................... $ 96.85 $ 96.66 $ 99.33
Plus Sales Charge*.............................. $ 4.99 $ 4.98 $ 5.12
Public Offering Price Per Unit(1)............... $ 101.84 $ 101.64 $ 104.45
Redemption Price Per Unit (exclusive of accrued
interest)......................................... $ 96.36 $ 96.17 $ 98.85
Sponsor's Initial Repurchase Price Per Unit
(exclusive of accrued interest)................... $ 96.85 $ 96.66 $ 99.33
Excess of Public Offering Price Per Unit over
Redemption Price Per Unit......................... $ 5.48 $ 5.47 $ 5.60
Excess of Public Offering Price Per Unit over
Sponsor's Initial Repurchase Price Per Unit....... $ 4.99 $ 4.98 $ 5.12
Calculation of Estimated Net Annual Interest Income
Per Unit
Annual Interest Income(2)....................... $ 5.2025 $ 5.1859 $ 5.3052
Less Estimated Annual Expense................... $ .1751 $ .1751 $ .1751
--------------- --------------- ---------------
Estimated Net Annual Interest Income(3)......... $ 5.0274 $ 5.0108 $ 5.1301
Daily Rate of Accrual Per Unit...................... $ .01397 $ .01392 $ .01425
Estimated Current Return(4)......................... 4.94% 4.93% 4.91%
Estimated Long Term Return(4)....................... 5.02% 4.98% 4.94%
<FN>
- ----------
Evaluations for purpose of sale, purchase or redemption of Units are made as of 4 p.m. Eastern time on the business day next
following receipt of an order by the Sponsor or Trustee. (See Section 6.)
+ The business day prior to the Date of Deposit.
* National and State, 5.152%; Long Intermediate, 4.439%; Intermediate, 4.058%; Short Intermediate, 3.093%; Short Term, 2.564%
(4.9%, 4.25%, 3.9%, 3.0% and 2.5% of the Public Offering Prices, respectively.)
(1) Units are offered at the Public Offering Price plus accrued interest from the preceding Record Date to, but not including,
the date of settlement (normally five business days after purchase). The Date of Deposit of the Fund has been designated as
the First Record Date for all plans of distribution of the Trusts and, accordingly, for Units purchased on the Date of
Deposit, the following amounts of accrued interest to the settlement date will be added to the Public Offering Prices:
California Insured Trust--$.10, Florida Insured Trust--$.10 and Massachusetts Insured Trust--$.10. (See Section 8.)
(2) Assumes delivery of all Bonds. (See Section 4.) Interest income does not include accretion of original issue discount on
"zero coupon" Bonds, Stripped Obligations or other original issue discount Bonds. (See "General Trust Information" in Section
3.)
(3) The amount and timing of interest distributions from each Trust under the various plans of distribution are shown in Section
3.
(4) Estimated Long Term Return for each Trust represents the average of the yields to maturity (or call) of the Bonds in the
Trust's portfolio calculated in accordance with accepted bond practices and adjusted to reflect expenses and sales charges.
Estimated Current Return is computed by dividing the Net Annual Interest Income per Unit by the Public Offering Price, and in
contrast to Estimated Long Term Return does not reflect the amortization of premium or accretion of discount, if any. For
more information see page 3 and Section 9.
</TABLE>
4
<PAGE>
ESSENTIAL INFORMATION (CONTINUED)
The income, expense and distribution data set forth below have been calculated
for Unitholders receiving MONTHLY distributions. Unitholders choosing
distributions quarterly or semi-annually will receive slightly higher returns
because of the lower Trustee's fees and expenses under such plans. (SEE SECTION
3 FOR DATA RELATING TO THESE PLANS.)
<TABLE>
<CAPTION>
New Jersey Pennsylvania
Insured Insured
Trust 171 Trust 175
<S> <C> <C>
--------------- ---------------
Principal Amount of Bonds in Trust.................. $ 3,500,000 $ 3,500,000
Number of Units..................................... 35,000 35,000
Fractional Undivided Interest in Trust Per Unit..... 1/35,000 1/35,000
Public Offering Price--Less than 1,000 Units
Aggregate Offering Price of Bonds in Trust...... $ 3,431,274 $ 3,407,551
Divided by Number of Units...................... $ 98.04 $ 97.36
Plus Sales Charge*.............................. $ 5.05 $ 5.02
Public Offering Price Per Unit(1)............... $ 103.09 $ 102.38
Redemption Price Per Unit (exclusive of accrued
interest)......................................... $ 97.57 $ 96.87
Sponsor's Initial Repurchase Price Per Unit
(exclusive of accrued interest)................... $ 98.04 $ 97.36
Excess of Public Offering Price Per Unit over
Redemption Price Per Unit......................... $ 5.52 $ 5.51
Excess of Public Offering Price Per Unit over
Sponsor's Initial Repurchase Price Per Unit....... $ 5.05 $ 5.02
Calculation of Estimated Net Annual Interest Income
Per Unit
Annual Interest Income(2)....................... $ 5.0532 $ 5.2071
Less Estimated Annual Expense................... $ .1751 $ .1751
--------------- ---------------
Estimated Net Annual Interest Income(3)......... $ 4.8781 $ 5.0320
Daily Rate of Accrual Per Unit...................... $ .01355 $ .01398
Estimated Current Return(4)......................... 4.73% 4.92%
Estimated Long Term Return(4)....................... 4.79% 4.96%
BECAUSE CERTAIN OF THE BONDS IN THE TRUSTS WILL NOT BE DELIVERED TO THE TRUSTEE UNTIL
AFTER THE DATE OF SETTLEMENT FOR A PURCHASE OF UNITS MADE ON THE DATE OF DEPOSIT,
INTEREST THAT ACCRUES ON THOSE BONDS BETWEEN THE DATE OF DEPOSIT AND SUCH DELIVERY DATE
WILL BE TREATED AS A RETURN OF PRINCIPAL RATHER THAN AS TAX-EXEMPT INCOME. THE AMOUNT OF
ANY SUCH RETURN OF PRINCIPAL IS NOT INCLUDED IN THE ANNUAL INTEREST INCOME SHOWN ABOVE.
FOR THE VARIOUS TRUSTS, THE FOLLOWING SETS FORTH THE LATEST SCHEDULED BOND DELIVERY DATE,
THE AMOUNT PER UNIT THAT WILL BE TREATED AS A RETURN OF PRINCIPAL TO UNITHOLDERS WHO
PURCHASE ON THE DATE OF DEPOSIT, AND THE ESTIMATED CURRENT RETURN AFTER THE FIRST YEAR,
ASSUMING THE PORTFOLIO AND ESTIMATED ANNUAL EXPENSES DO NOT VARY FROM THAT SET FORTH
ABOVE (SEE SECTIONS 3 AND 12 AND THE "SCHEDULES OF INVESTMENTS"):
LATEST SCHEDULED PER UNIT ESTIMATED CURRENT RETURN
DELIVERY DATE RETURN OF PRINCIPAL AFTER THE FIRST YEAR
------------------ -------------------- -------------------------
PENNSYLVANIA INSURED TRUST.... JANUARY 18, 1994 $ .01 4.92 %
<FN>
- ----------
Evaluations for purpose of sale, purchase or redemption of Units are made as of 4 p.m. Eastern time on the business day next
following receipt of an order by the Sponsor or Trustee. (See Section 6.)
+ The business day prior to the Date of Deposit.
* National and State, 5.152%; Long Intermediate, 4.439%; Intermediate, 4.058%; Short Intermediate, 3.093%; Short Term, 2.564%
(4.9%, 4.25%, 3.9%, 3.0% and 2.5% of the Public Offering Prices, respectively.)
(1) Units are offered at the Public Offering Price plus accrued interest from the preceding Record Date to, but not including,
the date of settlement (normally five business days after purchase). The Date of Deposit of the Fund has been designated as
the First Record Date for all plans of distribution of the Trusts and, accordingly, for Units purchased on the Date of
Deposit, the following amounts of accrued interest to the settlement date will be added to the Public Offering Prices: New
Jersey Insured Trust--$.09 and Pennsylvania Insured Trust--$.10. (See Section 8.)
(2) Assumes delivery of all Bonds. (See Section 4.) Interest income does not include accretion of original issue discount on
"zero coupon" Bonds, Stripped Obligations or other original issue discount Bonds. (See "General Trust Information" in Section
3.)
(3) The amount and timing of interest distributions from each Trust under the various plans of distribution are shown in Section
3.
(4) Estimated Long Term Return for each Trust represents the average of the yields to maturity (or call) of the Bonds in the
Trust's portfolio calculated in accordance with accepted bond practices and adjusted to reflect expenses and sales charges.
Estimated Current Return is computed by dividing the Net Annual Interest Income per Unit by the Public Offering Price, and in
contrast to Estimated Long Term Return does not reflect the amortization of premium or accretion of discount, if any. For
more information see page 3 and Section 9.
</TABLE>
5
<PAGE>
ESSENTIAL INFORMATION REGARDING THE TRUSTS
(CONTINUED)
Record Dates......................................................See Section 13
Distribution Dates................................................See Section 13
Minimum Principal Distribution....................................$0.10 Per Unit
Date Trusts
Established... January
6, 1994
Mandatory Termination Date........................................See Section 24
Minimum Value of Each Trust.......................................See Section 24
Trustee's Maximum Annual Fee
Traditional Trusts:...............$1.08 per $1,000 principal amount of Bonds
Insured Trusts:...................$1.12 per $1,000 principal amount of Bonds
Sponsor's Annual Evaluation Fee.......$0.17 per $1,000 principal amount of Bonds
---------------------
THE NUVEEN TAX-EXEMPT UNIT TRUST
SERIES 711
1. WHAT IS THE NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 711?
Series 711 of the Nuveen Tax-Exempt Unit Trust is one of a series of separate
but similar investment companies created by the Sponsor, each of which is
designated by a different Series number. This Series consists of five underlying
separate unit investment trusts, combined under one trust indenture and
agreement, designated California Insured Trust 219, Florida Insured Trust 184,
Massachusetts Insured Trust 109, New Jersey Insured Trust 171 and Pennsylvania
Insured Trust 175. The various trusts are collectively referred to herein as the
"Trusts"; the trusts in which few or none of the Bonds are insured are sometimes
referred to as the "Traditional Trusts", the trusts in which all of the Bonds
are insured as described herein are sometimes referred to as the "Insured
Trusts", and the state trusts (both Traditional and Insured) are sometimes
referred to as the "State Trusts." THERE ARE NO TRADITIONAL TRUSTS IN THIS
SERIES. This Series was created under the laws of the State of New York pursuant
to a Trust Indenture and Agreement dated January 6, 1994 (the "Indenture")
between John Nuveen & Co. Incorporated (the "Sponsor") and United States Trust
Company of New York (the "Trustee").
The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of municipal debt obligations together with funds
represented by an irrevocable letter of credit issued by a major commercial bank
in the amount, including accrued interest, required for their purchase (or the
obligations themselves) in the principal amount of $17,500,000 (the "Bonds"),
which initially constitute the underlying securities of the Trusts. Bonds may
include fixed rate obligations with regularly scheduled interest payments, zero
coupon bonds and stripped obligations, which represent evidences of ownership
interests with respect to either a principal payment or a payment of interest on
a tax-exempt obligation ("Stripped Obligations"). See "SUMMARY OF PORTFOLIOS"
and "GENERAL TRUST INFORMATION" for a discussion of zero coupon bonds and
Stripped Obligations. The following principal amounts were deposited in each
Trust: $3,500,000 in the California Insured Trust,
6
<PAGE>
$3,500,000 in the Florida Insured Trust, $3,500,000 in the Massachusetts Insured
Trust, $3,500,000 in the New Jersey Insured Trust and $3,500,000 in the
Pennsylvania Insured Trust. Some of the delivery statements may relate to
contracts for the purchase of "when issued" or other Bonds with delivery dates
after the date of settlement for a purchase made on the Date of Deposit. See the
"Schedules of Investments" and Section 4. For a discussion of the Sponsor's
obligations in the event of a failure of any contract for the purchase of any of
the Bonds and its limited right to substitute other bonds to replace any failed
contract, see Section 4.
Payment of interest on the Bonds in each Insured Trust, and of principal at
maturity, is guaranteed under policies of insurance obtained by the Sponsor or
by the issuers of the Bonds. (See Section 5.) As a general matter, neither the
issuer nor the Sponsor has obtained insurance with respect to the Bonds in any
Traditional Trust.
The Trustee has delivered to the Sponsor registered Units for 35,000 Units
of the California Insured Trust, 35,000 Units of the Florida Insured Trust,
35,000 Units of the Massachusetts Insured Trust, 35,000 Units of the New Jersey
Insured Trust and 35,000 Units of the Pennsylvania Insured Trust, which together
represent ownership of the entire Series, and which are offered for sale by this
Prospectus. Each Unit of a Trust represents a fractional undivided interest in
the principal and net income of such Trust in the ratio of 10 Units for each
$1,000 principal value of Bonds initially deposited in such Trust.
2. WHAT ARE THE OBJECTIVES OF THE TRUSTS?
The objectives of the Trusts are income exempt from Federal income tax and, in
the case of State Trusts, where applicable, state income and intangibles taxes,
and conservation of capital, through an investment in obligations issued by or
on behalf of states and territories of the United States and authorities and
political subdivisions thereof, the interest on which is, in the opinion of
recognized bond counsel to the issuing governmental authorities, exempt from
Federal income tax under existing law. Bonds in any State Trust have been issued
primarily by or on behalf of the State for which such Trust is named and
counties, municipalities, authorities and political subdivisions thereof, the
interest on which Bonds is, in the opinion of bond counsel, exempt from Federal
and certain state income tax and intangibles taxes, if any, for purchasers who
qualify as residents of that State. Insurance guaranteeing the timely payment,
when due, of all principal and interest on the Bonds in each Insured Trust has
been obtained by the Sponsor or by the issuers of such Bonds from Municipal Bond
Investors Assurance Corporation, and as a result of such insurance the
obligations in the Insured Trusts are rated "Aaa" by Moody's Investors Service,
Inc. and "AAA" by Standard & Poor's Corporation. (SEE SECTION 5) All obligations
in each Traditional Trust are rated in the category "A" or better (SP-1 or MIG 2
or better in the case of short term obligations included in a Short Term
Traditional Trust) by Standard & Poor's Corporation or Moody's Investors
Service, Inc. (including provisional or conditional ratings). In addition,
certain Bonds in certain Traditional Trusts may be covered by insurance
guaranteeing the timely payment, when due, of all principal and interest. (SEE
SECTION 3.) The portfolios of National and State Trusts consist of long-term
(approximately 15 to 40 year maturities) obligations; those of Long Intermediate
Trusts consist of intermediate to long term (approximately 11 to 19 year
maturities) obligations; those of Intermediate Trusts consist of intermediate
term (approximately 5 to 15 year maturities) obligations; those of Short
Intermediate Trusts consist of short to intermediate term (approximately 3 to 7
year maturities) obligations; and those of Short Term Trusts consist of short
term (approximately 1 to 5 year maturities) obligations.
7
<PAGE>
There is, of course, no guarantee that the Trusts' objectives will be achieved.
For a comparison of net after-tax return for various tax brackets see the
"Taxable Equivalent Estimated Current Return Tables" included in this
Prospectus.
Each Trust consists of fixed-rate municipal debt obligations. Because of
this an investment in a Trust should be made with an understanding of the risks
which an investment in such debt obligations may entail, including the risk that
the value of the debt obligations and therefore of the Units will decline with
increases in interest rates. In general, the longer the period until the
maturity of a Bond, the more sensitive its value will be to fluctuations in
interest rates. During the past decade, there have been substantial fluctuations
in interest rates, and, accordingly, in the value of debt obligations. The
Sponsor cannot predict whether such fluctuations will recur.
3. SUMMARY OF PORTFOLIOS
In selecting Bonds for the respective Trusts, the following factors, among
others, were considered: (i) the Standard & Poor's Corporation rating of the
Bonds or the Moody's Investors Service, Inc. rating of the Bonds (see Section 2
for a description of minimum rating standards), (ii) the prices of the Bonds
relative to other bonds of comparable quality and maturity, (iii) the
diversification of Bonds as to purpose of issue and location of issuer, (iv) the
maturity dates of the Bonds, and (v) in the case of the Insured Trusts only, the
availability of Municipal Bond Investors Assurance Corporation insurance on such
Bonds.
In order for Bonds in the Insured Trusts to be eligible for Municipal Bond
Investors Assurance Corporation insurance, they must have credit characteristics
which, in the opinion of the insurer, would qualify them as "investment grade"
obligations. Insurance is not a substitute for the basic credit of an issuer,
but supplements the existing credit and provides additional security therefor.
(SEE SECTION 5.)
Certain bonds may carry a "mandatory put" (also referred to as a "mandatory
tender" or "mandatory repurchase") feature pursuant to which the holder of such
bonds will receive payment of the full principal amount thereof on a stated date
prior to the maturity date unless such holder affirmatively acts to retain the
bond. Under the Indenture, the Trustee does not have the authority to act to
retain Bonds with such features; accordingly, it will receive payment of the
full principal amount of any such Bonds on the stated put date and such date is
therefore treated as the maturity date of such Bonds in selecting Bonds for the
respective Trusts and for purposes of calculating the average maturity of the
Bonds in any Trust.
8
<PAGE>
CALIFORNIA INSURED TRUST 219
The Portfolio of California Insured Trust 219 consists of 8 obligations
issued by entities located in California. Eight Bonds in the Trust are payable
as to principal and interest from the income of a specific project or authority
and are not supported by the issuer's power to levy taxes. The sources of
payment for these Bonds are divided as follows: Dedicated-Tax Supported Revenue,
2; Health Care Facility Revenue, 3; Water and/or Sewer Revenue, 3. All of the
Bonds in the Trust, as insured, are rated AAA by Standard & Poor's Corporation
and Aaa by Moody's Investors Service, Inc.
At the Date of Deposit, the average maturity of the Bonds in the California
Insured Trust is 26.9 years. The average maturity of the Bonds in a Trust is
calculated based upon the stated maturities of the Bonds in such Trust (or, with
respect to Bonds for which funds or securities have been placed in escrow to
redeem such Bonds on a stated call date, based upon such call date). The average
maturity of the Bonds in a Trust may increase or decrease from time to time as
Bonds mature or are called or sold.
Approximately 5.7% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 2.3% of the aggregate offering price of the
Bonds) are original issue discount obligations. All of these original issue
discount bonds are "zero coupon" bonds. See "GENERAL TRUST INFORMATION--ORIGINAL
ISSUE DISCOUNT BONDS AND STRIPPED OBLIGATIONS" for a discussion of the
characteristics of such bonds and of the risks associated therewith.
Approximately 29% of the aggregate principal amount of the Bonds in the
Trust consists of obligations supported by tax revenues specifically pledged to
secure the obligations.
Approximately 27% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from the sale of water and/or sewerage services.
Approximately 44% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from services provided by hospitals or other health care facilities.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds on December 29,
1993. The following summarizes certain information about the Bonds as of the
business day prior to the Date of Deposit:
<TABLE>
<CAPTION>
Difference between Trustee's
Determination of Offering Price and
Cost to Profit (or loss) Annual Interest Bid Price the Bid Price
Sponsor to Sponsor Income to Trust of Bonds (as % of principal amount)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$3,390,559 $(672) $182,088 $3,372,887 .49%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on a negotiated or competitive bid
basis as principal with the motive of marketing such bonds to investors at a
profit. The Sponsor did not participate as either the sole underwriter or as
9
<PAGE>
a manager or member of a syndicate that acted as the original underwriter of any
of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the California Insured Trust, less estimated expenses, is estimated to accrue at
the rate of $.01411 per Unit per day under the semi-annual plan of distribution,
$.01405 per Unit per day under the quarterly plan of distribution and $.01397
per Unit per day under the monthly plan of distribution. It is anticipated that
the amount of interest to be distributed per Unit in each year under each plan
of distribution will initially be substantially equal to the Estimated Net
Annual Interest Income per Unit for that plan.
Details of interest distributions per Unit of the California Insured Trust
under the various plans appear in the following table based upon estimated Net
Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
Normal
Distributions
California Insured Trust 1994 per Year
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------ --------------
Record Date*.......................... 4/1 5/1 8/1 11/1
Distribution Date..................... 4/15 5/15 8/15 11/15
- ----------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .4189(1) $ 5.0274
-------- $.4189 every month --------
Quarterly Distribution Plan........... $ .4189(1) $ .4216(2) $ 1.2648 $ 1.2648 $ 5.0594
Semi-Annual Distribution Plan......... $ .4189(1) $ .4232(3) $ 2.5392 $ 5.0784
- ----------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected.
(2) The second distribution under the quarterly distribution plan represents a 1-month distribution; subsequent quarterly
distributions will be regular 3-month distributions.
(3) The second distribution under the semi-annual distribution plan represents a 1-month distribution; subsequent semi-annual
distributions will be regular 6-month distributions.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold.
TAX STATUS--CALIFORNIA INSURED TRUST
For a discussion of the Federal tax status of income earned on California
Insured Trust Units, see Section 11.
In the opinion of Orrick, Herrington & Sutcliffe, special California counsel
to the Series, under existing California income and property tax law applicable
to individuals who are California residents:
The California Insured Trust is not an association taxable as a
corporation and the income of the California Insured Trust will be treated
as the income of the Unitholders under the income tax laws of California.
Interest on the underlying securities (which may include bonds or other
obligations issued by the governments of Puerto Rico, the Virgin Islands,
Guam or the Northern Mariana Islands) which is exempt from tax under
California personal income tax and property tax laws when received by the
California Insured Trust will, under such laws,
10
<PAGE>
retain its status as tax-exempt interest when distributed to Unitholders.
However, interest on the underlying securities attributed to a Unitholder
which is a corporation subject to the California franchise tax laws may be
includable in its gross income for purposes of determining its California
franchise tax.
Under California income tax law, each Unitholder in the California
Insured Trust will have a taxable event when the California Insured Trust
disposes of a security (whether by sale, exchange, redemption or payment at
maturity) or when the Unitholder redeems or sells Units. Because of the
requirement that tax cost basis be reduced to reflect amortization of bond
premium, under some circumstances a Unitholder may realize taxable gain when
Units are sold or redeemed for an amount equal to, or less than, their
original cost. The total tax cost of each Unit to a Unitholder is allocated
among each of the bond issues held in the California Insured Trust (in
accordance with the proportion of the California Insured Trust comprised by
each bond issue) in order to determine his per unit tax cost for each bond
issue; and the tax cost reduction requirements relating to amortization of
bond premium will apply separately to the per unit cost of each bond issue.
Unitholders' bases in their Units, and the bases for their fractional
interest in each California Insured Trust asset, may have to be adjusted for
their pro rata share of accrued interest received, if any, on securities
delivered after the Unitholders' respective settlement dates.
Under the California personal property tax laws, bonds (including the
bonds in the California Insured Trust as well as "regular-way" and
"when-issued" contracts for the purchase of bonds) or any interest therein
is exempt from such tax.
Any proceeds paid under the insurance policy issued to the Trustee of
the fund with respect to the bonds in the California Insured Trust as well
as "regular-way" and "when-issued" contracts for the purchase of bonds which
represent maturing interest on defaulted obligations held by the Trustee
will be exempt from California personal income tax if, and to the same
extent as, such interest would have been so exempt if paid by the issuer of
the defaulted obligations.
Under Section 17280(b)(2) of the California Revenue and Taxation Code,
interest on indebtedness incurred or continued to purchase or carry Units of
the California Insured Trust is not deductible for the purposes of the
California personal income tax. While there presently is no California
authority interpreting this provision, Section 17280(b)(2) directs the
California Franchise Tax Board to prescribe regulations determining the
proper allocation and apportionment of interest costs for this purpose. The
Franchise Tax Board has not yet proposed or prescribed such regulations. In
interpreting the generally similar Federal provision, the Internal Revenue
Service has taken the position that such indebtedness need not be directly
traceable to the purchase or carrying of Units (although the Service has not
contended that a deduction for interest on indebtedness incurred to purchase
or improve a personal residence or to purchase goods or services for
personal consumption will be disallowed). In the absence of conflicting
regulations or other California authority, the California Franchise Tax
Board generally has interpreted California statutory tax provisions in
accord with Internal Revenue Service interpretations of similar Federal
provisions.
ECONOMIC FACTORS--CALIFORNIA
As described above, except to the extent the Fund invests in temporary
investments, the Fund will invest substantially all of its assets in California
Municipal Obligations. The Fund
11
<PAGE>
is therefore susceptible to political, economic or regulatory factors affecting
issuers of California Municipal Obligations. These include the possible adverse
effects of certain California constitutional amendments, legislative measures,
voter initiatives and other matters that are described below. The following
information provides only a brief summary of the complex factors affecting the
financial situation in California (the "State") and is derived from sources that
are generally available to investors and are believed to be accurate. No
independent verification has been made of the accuracy or completeness of any of
the following information. It is based in part on information obtained from
various State and local agencies in California or contained in Official
Statements for various California Municipal Obligations.
There can be no assurance that future statewide or regional economic
difficulties, and the resulting impact on State or local governmental finances
generally, will not adversely affect the market value of California Municipal
Obligations held in the portfolio of the Fund or the ability of particular
obligors to make timely payments of debt service on (or relating to) those
obligations.
ECONOMIC OVERVIEW
California's economy is the largest among the 50 states and one of the
largest in the world. The State's population of over 31 million represents 12.3%
of the total United States population and grew by 27% in the 1980s. Total
personal income in the State, at an estimated $640 billion in 1992, accounts for
13% of all personal income in the nation. Total employment is almost 14 million,
the majority of which is in the service, trade and manufacturing sectors.
Reports issued by the State Department of Finance and the Commission on
State Finance (the "COSF") indicate that the State's economy is suffering its
worst recession since the 1930s, with prospects for recovery slower than for the
nation as a whole. After the worst job losses in any postwar recession,
employment is expected to stabilize by late 1993 before net employment starts to
increase slowly. By early fall, 1993, however, no upturn in employment had yet
been seen. The largest job losses have been in Southern California, led by
declines in the aerospace and construction industries. Weakness statewide
occurred in manufacturing, construction, services and trade. Additional military
base closures will have further adverse effects on the State's economy later in
the decade. Unemployment is expected to average over 9% through 1993 and 1994.
The State's economy is only expected to pull out of the recession slowly, once
the national recovery has begun. The Department and the COSF project a stagnant
economy in California until 1994. Delay in recovery will exacerbate shortfalls
in State revenues.
CONSTITUTIONAL LIMITATIONS ON TAXES AND APPROPRIATIONS
LIMITATION ON TAXES. Certain California municipal obligations may be
obligations of issuers which rely in whole or in part, directly or indirectly,
on AD VALOREM property taxes as a source of revenue. The taxing powers of
California local governments and districts are limited by Article XIIIA of the
California Constitution, enacted by the voters in 1978 and commonly known as
"Proposition 13." Briefly, Article XIIIA limits to 1% of full cash value the
rate of AD VALOREM property taxes on real property and generally restricts the
reassessment of property to 2% per year, except upon new construction or change
of ownership (subject to a number of exemptions). Taxing entities may, however,
raise AD VALOREM taxes above the 1% limit to pay debt service on voter-approved
bonded indebtedness.
Under Article XIIIA, the basic 1% AD VALOREM tax levy is applied against the
assessed value of property as of the owner's date of acquisition (or as of March
1, 1975, if acquired
12
<PAGE>
earlier), subject to certain adjustments. This system has resulted in widely
varying amounts of tax on similarly situated properties. Several lawsuits have
been filed challenging the acquisition-based assessment system of Proposition 13
and on June 18, 1992 the U.S. Supreme Court announced a decision upholding
Proposition 13.
Article XIIIA prohibits local governments from raising revenues through AD
VALOREM property taxes above the 1% limit; it also requires voters of any
governmental unit to give two-thirds approval to levy any "special tax." Court
decisions, however, allowed non-voter approved levy of "general taxes" which
were not dedicated to a specific use. In response to these decisions, the voters
of the State in 1986 adopted an initiative statute which imposed significant new
limits on the ability of local entities to raise or levy general taxes, except
by receiving majority local voter approval. Significant elements of this
initiative, "Proposition 62," have been overturned in recent court cases. An
initiative proposed to re-enact the provisions of Proposition 62 as a
constitutional amendment was defeated by the voters in November 1990, but such a
proposal may be renewed in the future.
APPROPRIATIONS LIMITS. California and its local governments are subject to
an annual "appropriations limit" imposed by Article XIIIB of the California
Constitution, enacted by the voters in 1979 and significantly amended by
Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB prohibits
the State or any covered local government from spending "appropriations subject
to limitation" in excess of the appropriations limit imposed. "Appropriations
subject to limitation" are authorizations to spend "proceeds of taxes," which
consists of tax revenues and certain other funds, including proceeds from
regulatory licenses, user charges or other fees, to the extent that such
proceeds exceed the cost of providing the product or service, but "proceeds of
taxes" excludes most State subventions to local governments. No limit is imposed
on appropriations of funds which are not "proceeds of taxes," such as reasonable
user charges or fees, and certain other non-tax funds, including bond proceeds.
Among the expenditures not included in the Article XIIIB appropriations
limit are (1) the debt service cost of bonds issued or authorized prior to
January 1, 1979, or subsequently authorized by the voters, (2) appropriations
arising from certain emergencies declared by the Governor, (3) appropriations
for certain capital outlay projects, (4) appropriations by the State of
post-1989 increases in gasoline taxes and vehicle weight fees, and (5)
appropriations made in certain cases of emergency.
The appropriations limit for each year is adjusted annually to reflect
changes in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such adjustments
were liberalized in 1990 to follow more closely growth in California's economy.
"Excess" revenues are measured over a two-year cycle. Local governments must
return any excess to taxpayers by rate reduction. The State must refund 50% of
any excess, with the other 50% paid to schools and community colleges. With more
liberal annual adjustment factors since 1988, and depressed revenues since 1990
because of the recession, few governments are currently operating near their
spending limits, but this condition may change over time. Local governments may
by voter approval exceed their spending limits for up to four years.
Because of the complex nature of Articles XIIIA and XIIIB of the California
Constitution, the ambiguities and possible inconsistencies in their terms, and
the impossibility of predicting future appropriations or changes in population
and cost of living, and the probability of continuing legal challenges, it is
not currently possible to determine fully the impact of
13
<PAGE>
Article XIIIA or Article XIIIB on California Municipal Obligations or on the
ability of California or local governments to pay debt service on such
California Municipal Obligations. It is not presently possible to predict the
outcome of any pending litigation with respect to the ultimate scope, impact or
constitutionality of either Article XIIIA or Article XIIIB, or the impact of any
such determinations upon State agencies or local governments, or upon their
ability to pay debt service on their obligations. Future initiatives or
legislative changes in laws or the California Constitution may also affect the
ability of the State or local issuers to repay their obligations.
OBLIGATIONS OF THE STATE OF CALIFORNIA. As of October 1, 1993, California
had approximately $18.1 billion of general obligation bonds outstanding, and
$6.4 billion remained authorized but unissued. In addition, at June 30, 1993,
the State had lease-purchase obligations, payable from the State's General Fund,
of approximately $4.0 billion. In fiscal year 1992-93, debt service on general
obligation bonds and lease-purchase debt was approximately 4.1% of General Fund
revenues. The State has paid the principal of and interest on its general
obligation bonds, lease-purchase debt and short-term obligations when due.
RECENT FINANCIAL RESULTS. The principal sources of General Fund revenues in
1991-92 were the California personal income tax (42% of total revenues), the
sales tax (39%), bank and corporation taxes (11%), and the gross premium tax on
insurance (3%). California maintains a Special Fund for Economic Uncertainties
(the "Economic Uncertainties Fund"), derived from General Fund revenues, as a
reserve to meet cash needs of the General Fund.
GENERAL. Throughout the 1980's, State spending increased rapidly as the
State population and economy also grew rapidly, including increased spending for
many assistance programs to local governments, which were constrained by
Proposition 13 and other laws. The largest State program is assistance to local
public school districts. In 1988, an initiative (Proposition 98) was enacted
which (subject to suspension by a two-thirds vote of the Legislature and the
Governor) guarantees local school districts and community college districts a
minimum share of State General Fund revenues (currently about 33%).
Since the start of 1990-91 Fiscal Year, the State has faced adverse
economic, fiscal, and budget conditions. The economic recession seriously
affected State tax revenues. It also caused increased expenditures for health
and welfare programs. The State is also facing a structural imbalance in its
budget with the largest programs supported by the General Fund (education,
health, welfare and corrections) growing at rates higher than the growth rates
for the principal revenue sources of the General Fund. As a result, the State
entered a period of budget imbalance, with expenditures exceeding revenues for
four of the five fiscal years ending in 1991-92; revenues and expenditures were
about equal in 1992-93. By June 30, 1993, the State's General Fund had an
accumulated deficit, on a budget basis, of approximately $2.2 billion.
As a consequence of the large budget imbalances built up over the past three
years, the State depleted its available cash resources. The State has had to
rely increasingly on a series of external borrowings to meet its cash flow
requirements.
1992-93 FISCAL YEAR. At the outset of the 1992-93 Fiscal Year, the State
estimated that approximately $7.9 billion of budget actions would be required to
end the fiscal year without a budget deficit. The difficulty of taking these
actions delayed enactment of a budget for more than two months past the start of
the 1992-93 Fiscal Year. With the failure to enact a budget by July 1, 1992, the
State had no legal authority to pay many of its vendors until the
14
<PAGE>
budget was passed; nevertheless, certain obligations (such as debt service,
school apportionments, welfare payments, and employee salaries) were payable
because of continuing or special appropriations, or court orders. However, the
State Controller did not have enough cash to pay as they came due all of these
ongoing obligations, as well as valid obligations incurred in the prior fiscal
year.
Because of the delay in enacting the budget, the State could not carry out
its normal cash flow borrowing and, starting on July 1, 1992, the Controller was
required to issue "registered warrants" in lieu of normal warrants backed by
cash to pay many State obligations. Available cash was used to pay
constitutionally mandated and priority obligations. Between July 1 and September
3, 1992, the Controller issued an aggregate of approximately $3.8 billion of
registered warrants, all of which were called for redemption by September 4,
1992 following enactment of the 1992-93 Budget Act and issuance by the State of
$3.3 billion of Interim Notes.
The 1992-93 Budget Bill was signed on September 2, 1992. The 1992-93 Budget
Act provides for expenditures of $57.4 billion and consists of General Fund
expenditures of $40.8 billion and Special Fund and Bond Fund expenditures of
$16.6 billion. The Department of Finance estimated there would be a balance in
the Special Fund for Economic Uncertainties of $28 million on June 30, 1993.
The $7.9 billion budget gap was closed through a combination of increased
revenues and transfers and expenditure cuts. The principle reductions were in
health and welfare, K-12 schools and community colleges, State aid to local
governments, higher education (partially offset by increased student fees), and
various other programs. In addition, funds were transferred from special funds,
collections of State revenues were accelerated, and other adjustments were made.
As in the prior year, the economic and fiscal assumptions on which the
1992-93 Budget Act was based proved to be too optimistic. As the recession in
the State continued for a third year, State revenues again lagged projections.
The Department of Finance projected revenues in 1992-93 of $2.4 billion below
projections and expenditures $300 million higher. As a result, the Department
predicted the General Fund ended at June 30, 1993 with a fund balance deficit of
about $2.2 billion, almost unchanged from June 30, 1992. The projected negative
balance of the Special Fund for Economic Uncertainties is $2.75 billion.
1993-94 BUDGET. The 1993-94 Budget represents the third consecutive year of
extremely difficult budget choices for the State, in view of the continuing
recession. The Budget Act, signed on June 30, 1993, provides for General Fund
expenditures of $38.5 billion, a 6.3% decline from the prior year. Revenues are
projected at $40.6 billion, about $400 million below the prior year. To bring
the budget into balance, the Budget Act and related legislation provided for
transfer of $2.6 billion of local property taxes to school districts, thus
relieving State support obligations; reductions in health and welfare
expenditures; reductions in support for higher education institutions; a
two-year suspension of the renters' tax credit; and miscellaneous cuts in
general government spending and certain one-time and accounting adjustments.
There were no general state tax increases, but a 0.5% temporary state sales tax
scheduled to expire on June 30 was extended for six months, and dedicated to
support local government public safety costs.
As part of the 1993-94 Budget, the Governor implemented a plan to repay the
accumulated $2.75 billion deficit in the Special Fund for Economic Uncertainties
over 18 months, funding the deficit with external borrowing maturing not later
than December 31, 1994. About $1.6 billion of the deficit is scheduled to be
repaid by June 30, 1994, with the balance
15
<PAGE>
paid by December 31, 1994. Taking this borrowing into account, the Department of
Finance projects the Special Fund for Economic Uncertainties would have a
balance of about $600 million at June 30, 1994, and about $100 million at June
30, 1995.
____Although State revenues have been close to projections through the first
four months of the 1993-94 fiscal year, the continued recessionary economy may
result in weaker than projected revenues later in the year.
The State's severe financial difficulties for the current budget year will
result in continued pressure upon almost all local governments, particularly
school districts and counties which depend on State aid. Despite efforts in
recent years to increase taxes and reduce governmental expenditures, there can
be no assurance that the State will not face budget gaps in the future.
BOND RATING. State general obligation bonds are currently rated "Aa" by
Moody's and "A+" by S&P. Both of these ratings were reduced from "AAA" levels
which the State held until late 1991. There can be no assurance that such
ratings will be maintained in the future. It should be noted that the
creditworthiness of obligations issued by local California issuers may be
unrelated to the creditworthiness of obligations issued by the State of
California, and that there is no obligation on the part of the State to make
payment on such local obligations in the event of default.
LEGAL PROCEEDINGS. The State is involved in certain legal proceedings
(described in the State's recent financial statements) that, if decided against
the State, may require the State to make significant future expenditures or may
substantially impair revenues. The U.S. Supreme Court has granted review of two
cases challenging California's "unitary" method of taxing multinational
corporations. Although this taxing method has since been changed, if the State
loses these cases, it could be liable for tax refunds and lost receipts of taxes
assessed totalling $3.5 billion to $4 billion.
OBLIGATIONS OF OTHER ISSUERS
OTHER ISSUERS OF CALIFORNIA MUNICIPAL OBLIGATIONS. There are a number of
state agencies, instrumentalities and political subdivisions of the State that
issue Municipal Obligations, some of which may be conduit revenue obligations
payable from payments from private borrowers. These entities are subject to
various economic risks and uncertainties, and the credit quality of the
securities issued by them may vary considerably from the credit quality of the
obligations backed by the full faith and credit of the State.
STATE ASSISTANCE. Property tax revenues received by local governments
declined more than 50% following passage of Proposition 13. Subsequently, the
California Legislature enacted measures to provide for the redistribution of the
State's General Fund surplus to local agencies, the reallocation of certain
State revenues to local agencies and the assumption of certain governmental
functions by the State to assist municipal issuers to raise revenues. Through
1990-91, local assistance (including public schools) accounted for around 75% of
General Fund spending. To reduce State General Fund support for school
districts, the 1992-93 and 1993-94 Budget Act caused local governments to
transfer $3.9 billion of property tax revenues to school districts, representing
loss of all of the post-Proposition 13 "bailout" aid. The largest share of these
transfers came from counties, and the balance from cities, special districts and
redevelopment agencies. In order to make up this shortfall, the Legislature
proposed and voters approved dedicating 0.5% of the sales tax to counties and
cities for public safety purposes. In addition, the Legislature has changed laws
to relieve local governments of certain mandates, allowing them to reduce costs.
16
<PAGE>
To the extent the State should be constrained by its Article XIIIB
appropriations limit, or its obligation to conform to Proposition 98, or other
fiscal considerations, the absolute level, or the rate of growth, of State
assistance to local governments may be reduced. Any such reductions in State aid
could compound the serious fiscal constraints already experienced by many local
governments, particularly counties. At least one rural county (Butte) publicly
announced that it might enter bankruptcy proceedings in August 1990, although
such plans were put off after the Governor approved legislation to provide
additional funds for the county. Other counties have also indicated that their
budgetary condition is extremely grave. The Richmond Unified School District
(Contra Costa County) entered bankruptcy proceedings in May 1991 but the
proceedings have been dismissed.
ASSESSMENT BONDS. California Municipal Obligations which are assessment
bonds may be adversely affected by a general decline in real estate values or a
slowdown in real estate sales activity. In many cases, such bonds are secured by
land which is undeveloped at the time of issuance but anticipated to be
developed within a few years after issuance. In the event of such reduction or
slowdown, such development may not occur or may be delayed, thereby increasing
the risk of a default on the bonds. Because the special assessments or taxes
securing these bonds are not the personal liability of the owners of the
property assessed, the lien on the property is the only security for the bonds.
Moreover, in most cases the issuer of these bonds is not required to make
payments on the bonds in the event of delinquency in the payment of assessments
or taxes, except from amounts, if any, in a reserve fund established for the
bonds.
CALIFORNIA LONG-TERM LEASE OBLIGATIONS. Certain California long-term lease
obligations, though typically payable from the general fund of the municipality,
are subject to "abatement" in the event the facility being leased is unavailable
for beneficial use and occupancy by the municipality during the term of the
lease. Abatement is not a default, and there may be no remedies available to the
holders of the certificates evidencing the lease obligation in the event
abatement occurs. The most common cases of abatement are failure to complete
construction of the facility before the end of the period during which lease
payments have been capitalized and uninsured casualty losses to the facility
(E.G., due to earthquake). In the event abatement occurs with respect to a lease
obligation, lease payments may be interrupted (if all available insurance
proceeds and reserves are exhausted) and the certificates may not be paid when
due.
Several years ago the Richmond Unified School District (the "District")
entered into a lease transaction in which certain existing properties of the
District were sold and leased back in order to obtain funds to cover operating
deficits. Following a fiscal crisis in which the District's finances were taken
over by a State receiver (including a brief period under bankruptcy court
protection), the District failed to make rental payments on this lease,
resulting in a lawsuit by the Trustee for the Certificate of Participation
holders, in which the State was a named defendant (on the grounds that it
controlled the District's finances). One of the defenses raised in answer to
this lawsuit was the invalidity of the original lease transaction. The trial
court has upheld the validity of the District's lease. The case is likely to be
settled, but if it is not, further appeals may occur. Any ultimate judgment
against the Trustee may have adverse implications for lease transactions of a
similar nature by other California entities.
OTHER CONSIDERATIONS. The repayment of industrial development securities
secured by real property may be affected by California laws limiting foreclosure
rights of creditors. Securities backed by health care and hospital revenues may
be affected by changes in State regulations governing cost reimbursements to
health care providers under Medi-Cal (the
17
<PAGE>
State's Medicaid program), including risks related to the policy of awarding
exclusive contracts to certain hospitals.
Limitations on AD VALOREM property taxes may particularly affect "tax
allocation" bonds issued by California redevelopment agencies. Such bonds are
secured solely by the increase in assessed valuation of a redevelopment project
area after the start of redevelopment activity. In the event that assessed
values in the redevelopment project decline (E.G., because of a major natural
disaster such as an earthquake), the tax increment revenue may be insufficient
to make principal and interest payments on these bonds. Both Moody's and S&P
suspended ratings on California tax allocation bonds after the enactment of
Articles XIIIA and XIIIB, and only resumed such ratings on a selective basis.
Proposition 87, approved by California voters in 1988, requires that all
revenues produced by a tax rate increase go directly to the taxing entity which
increased such tax rate to repay that entity's general obligation indebtedness.
As a result, redevelopment agencies (which, typically, are the issuers of tax
allocation securities) no longer receive an increase in tax increment when taxes
on property in the project area are increased to repay voter-approved bonded
indebtedness.
The effect of these various constitutional and statutory changes upon the
ability of California municipal securities issuers to pay interest and principal
on their obligations remains unclear. Furthermore, other measures affecting the
taxing or spending authority of California or its political subdivisions may be
approved or enacted in the future. Legislation has been or may be introduced
which would modify existing taxes or other revenue-raising measures or which
either would further limit or, alternatively, would increase the abilities of
state and local governments to impose new taxes or increase existing taxes. It
is not presently possible to predict the extent to which any such legislation
will be enacted. Nor is it presently possible to determine the impact of any
such legislation on California Municipal Obligations in which the Fund may
invest, future allocations of state revenues to local governments or the
abilities of state or local governments to pay the interest on, or repay the
principal of, such California Municipal Obligations.
Substantially all of California is within an active geologic region subject
to major seismic activity. Any California Municipal Obligation in the California
Insured Trust could be affected by an interruption of revenues because of
damaged facilities, or, consequently, income tax deductions for casualty losses
or property tax assessment reductions. Compensatory financial assistance could
be constrained by the inability of (i) an issuer to have obtained earthquake
insurance coverage at reasonable rates; (ii) an insurer to perform on its
contracts of insurance in the event of widespread losses; or (iii) the Federal
or State government to appropriate sufficient funds within their respective
budget limitations.
18
<PAGE>
CALIFORNIA TAXABLE ESTIMATED CURRENT RETURN TABLE
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under combined Federal and state taxes, using published 1994 marginal Federal
tax rates and marginal state tax rates currently available and scheduled to be
in effect. The tables incorporate increased tax rates for higher-income
taxpayers that were included in the Revenue Reconciliation Act of 1993. For
cases in which more than one state bracket falls within a Federal bracket, the
highest state bracket is combined with the Federal bracket. The combined state
and Federal tax brackets shown reflect the fact that state tax payments are
currently deductible for Federal tax purposes. The tables illustrate what you
would have to earn on taxable investments to equal the tax-exempt estimated
current return for your income tax bracket. A taxpayer's marginal tax rate is
affected by both his taxable income and his adjusted gross income. Locate your
adjusted gross and your taxable income (which is your adjusted gross income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint or single tax filing. Read across to the equivalent taxable estimated
current return you would need to match the tax-free income.
COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State* and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.00% 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 38.0 $ 0-111.8 20.0 % 5.00 5.31 5.63 5.94 6.25 6.56 6.88 7.19
38.0- 91.9 0-111.8 34.5 6.11 6.49 6.87 7.25 7.63 8.02 8.40 8.78
111.8-167.7 35.5 6.20 6.59 6.98 7.36 7.75 8.14 8.53 8.91
91.9-140.0 0-111.8 37.5 6.40 6.80 7.20 7.60 8.00 8.40 8.80 9.20
111.8-167.7 38.5 6.50 6.91 7.32 7.72 8.13 8.54 8.94 9.35
167.7-212.4 40.5 6.72 7.14 7.56 7.98 8.40 8.82 9.24 9.66
140.0-212.4 111.8-167.7 43.0 7.02 7.46 7.89 8.33 8.77 9.21 9.65 10.09
167.7-212.4 45.5 7.34 7.80 8.26 8.72 9.17 9.63 10.09 10.55
212.4-237.4 46.5 7.48 7.94 8.41 8.88 9.35 9.81 10.28 10.75
237.4-290.2 46.0 7.41 7.87 8.33 8.80 9.26 9.72 10.19 10.65
Over 290.2 43.5 2 7.08 7.52 7.96 8.41 8.85 9.29 9.73 10.18
212.4-250.0 167.7-212.4 46.0 7.41 7.87 8.33 8.80 9.26 9.72 10.19 10.65
212.4-237.4 47.0 7.55 8.02 8.49 8.96 9.43 9.91 10.38 10.85
237.4-290.2 46.5 7.48 7.94 8.41 8.88 9.35 9.81 10.28 10.75
Over 290.2 44.0 2 7.14 7.59 8.04 8.48 8.93 9.38 9.82 10.27
250.0-424.8 237.4-290.2 50.0 8.00 8.50 9.00 9.50 10.00 10.50 11.00 11.50
Over 290.2 47.0 3 7.55 8.02 8.49 8.96 9.43 9.91 10.38 10.85
Over 424.8 Over 290.2 47.5 3 7.62 8.10 8.57 9.05 9.52 10.00 10.48 10.95
</TABLE>
19
<PAGE>
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State* and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.00% 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 22.8 $ 0-106.2 20.0 % 5.00 5.31 5.63 5.94 6.25 6.56 6.88 7.19
22.8- 55.1 0-106.2 34.5 6.11 6.49 6.87 7.25 7.63 8.02 8.40 8.78
55.1-106.2 0-106.2 37.5 6.40 6.80 7.20 7.60 8.00 8.40 8.80 9.20
106.2-111.8 38.0 6.45 6.85 7.26 7.66 8.06 8.47 8.87 9.27
111.8-131.2 39.5 6.61 7.02 7.44 7.85 8.26 8.68 9.09 9.50
131.2-234.3 39.0 6.56 6.97 7.38 7.79 8.20 8.61 9.02 9.43
106.2-115.0 0-106.2 38.0 6.45 6.85 7.26 7.66 8.06 8.47 8.87 9.27
106.2-111.8 38.5 6.50 6.91 7.32 7.72 8.13 8.54 8.94 9.35
111.8-131.2 40.0 6.67 7.08 7.50 7.92 8.33 8.75 9.17 9.58
131.2-234.3 39.5 6.61 7.02 7.44 7.85 8.26 8.68 9.09 9.50
115.0-212.4 111.8-131.2 44.5 7.21 7.66 8.11 8.56 9.01 9.46 9.91 10.36
131.2-234.3 44.5 7.21 7.66 8.11 8.56 9.01 9.46 9.91 10.36
Over 234.3 44.0 2 7.14 7.59 8.04 8.48 8.93 9.38 9.82 10.27
212.4-250.0 131.2-234.3 45.0 7.27 7.73 8.18 8.64 9.09 9.55 10.00 10.45
Over 234.3 44.5 2 7.21 7.66 8.11 8.56 9.01 9.46 9.91 10.36
Over 250.0 Over 234.3 47.5 3 7.62 8.10 8.57 9.05 9.52 10.00 10.48 10.95
</TABLE>
- ------------------
* The State tax rates assumed take into account the adjustment of tax
brackets based on changes in the Consumer Price Index for 1993.
<TABLE>
<S> <C>
<FN>
- ------------------
1 The table reflects the effect of the limitations on itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for taxpayers filing a single return entitled to only one personal
exemption. These limitations are subject to certain maximums, which depend on the number of exemptions claimed and the total
amount of the taxpayer's itemized deductions. For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions. The table also reflects California income tax
laws that increase state income tax rates for high income taxpayers, limit itemized deductions and phase out the benefit of the
personal exemption credit and the dependent exemption credit in a manner similar to Federal tax law.
2 Federal tax rate reverts to 36.0% and the state tax rate reverts to the applicable stated maximum rate after the 80% cap
on the limitation on itemized deductions, under federal or state law, as appropriate has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
20
<PAGE>
Nuveen Tax-Exempt Unit Trust
Schedule of Investments at Date of Deposit
January 6, 1994
CALIFORNIA INSURED TRUST 219
(Series 711)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
$ 500,000 State Public Works Board of the State of 2004 at 102 AAA Aaa $ 500,000
California, Lease Revenue Bonds (Department
of Corrections), 1993 Series E (California
State Prison-Madera County (II)), 5.50% Due
6/1/19.
525,000 California Statewide Communities Development 2003 at 102 AAA Aaa 525,000
Authority, Certificates of Participation,
Catholic Healthcare West Obligated Group,
5.50% Due 7/1/23.
525,000 California Statewide Communities Development 2003 at 102 AAA Aaa 525,000
Authority, Certificates of Participation,
Sutter Health Obligated Group, 5.50% Due
8/15/23.
225,000 Encinitas Public Financing Authority 2003 at 102 AAA Aaa 221,650
(California), 1993 Water Revenue Bonds,
Series A (San Dieguito Water District), 5.25%
Due 10/1/23.
200,000 Moulton Niguel Water District (Orange County, No Optional Call AAA Aaa 77,408
California), 1993 Certificates of
Participation, 0.00% Due 9/1/11. (Original
issue discount bonds delivered on or about
November 16, 1993 at a price of 38.751% of
principal amount.)
525,000 Placer County Water Agency (California), Water 2003 at 102 AAA Aaa 533,894
Revenue Certificates of Participation (1993
Refunding Project), 5.60% Due 7/1/14.
500,000 Redevelopment Agency of the City of Riverside 2002 at 102 AAA Aaa 506,935
(California), Tax Allocation Refunding Bonds,
1993 Series A (Merged Project), 5.625% Due
8/1/23.
500,000 City of Stockton (California), Insured Health 2003 at 102 AAA Aaa 500,000
Facilities Revenue Bonds (St. Joseph's
Medical Center of Stockton), Series 1993A,
5.50% Due 6/1/23.
- ----------- ---------------
$ 3,500,000 $ 3,389,887
- ----------- ---------------
- ----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 59.
21
<PAGE>
FLORIDA INSURED TRUST 184
The Portfolio of Florida Insured Trust 184 consists of 8 obligations issued
by entities located in Florida and one obligation issued by an entity located in
the Territory of Puerto Rico. Two Bonds in the Trust are general obligations of
the governmental entities issuing them and are backed by the taxing powers
thereof. Seven Bonds in the Trust are payable as to principal and interest from
the income of a specific project or authority and are not supported by the
issuer's power to levy taxes. The sources of payment for these Bonds are divided
as follows: Electrical System Revenue, 1; Health Care Facility Revenue, 2;
Combination Utility Revenue, 2; Water and/or Sewer Revenue, 2. All of the Bonds
in the Trust, as insured, are rated AAA by Standard & Poor's Corporation and Aaa
by Moody's Investors Service, Inc.
At the Date of Deposit, the average maturity of the Bonds in the Florida
Insured Trust is 28.9 years. The average maturity of the Bonds in a Trust is
calculated based upon the stated maturities of the Bonds in such Trust (or, with
respect to Bonds for which funds or securities have been placed in escrow to
redeem such Bonds on a stated call date, based upon such call date). The average
maturity of the Bonds in a Trust may increase or decrease from time to time as
Bonds mature or are called or sold.
Approximately 43.7% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 41.5% of the aggregate offering price of the
Bonds) are original issue discount obligations. Certain of these original issue
discount obligations, amounting to 4.0% of the aggregate principal amount and
1.1% of the aggregate offering price of the Bonds in the Trust, are "zero
coupon" bonds. See "GENERAL TRUST INFORMATION--ORIGINAL ISSUE DISCOUNT BONDS AND
STRIPPED OBLIGATIONS" for a discussion of the characteristics of such
obligations and of the risks associated therewith.
Approximately 22% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from the sale of services of two or more different municipal utility systems
operating as a single entity.
Approximately 29% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from services provided by hospitals or other health care facilities.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds between December 21,
1993 and January 4, 1994. The following summarizes certain information about the
Bonds as of the business day prior to the Date of Deposit:
<TABLE>
<CAPTION>
Difference between Trustee's
Determination of Offering Price and
Cost to Profit (or loss) Annual Interest Bid Price the Bid Price
Sponsor to Sponsor Income to Trust of Bonds (as % of principal amount)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$3,372,912 $10,313 $181,505 $3,366,075 .49%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on a negotiated or competitive bid
basis as principal with the motive of marketing such bonds to investors at a
profit. The Sponsor participated as either the sole underwriter or manager or as
a member of the syndicates which were the original underwriters of 15.0% of the
aggregate principal amount of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the Florida Insured
22
<PAGE>
Trust, less estimated expenses, is estimated to accrue at the rate of $.01406
per Unit per day under the semi-annual plan of distribution, $.01401 per Unit
per day under the quarterly plan of distribution and $.01392 per Unit per day
under the monthly plan of distribution. It is anticipated that the amount of
interest to be distributed per Unit in each year under each plan of distribution
will initially be substantially equal to the Estimated Net Annual Interest
Income per Unit for that plan.
Details of interest distributions per Unit of the Florida Insured Trust
under the various plans appear in the following table based upon estimated Net
Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
Normal
Distributions
Florida Insured Trust 1994 per Year
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------ --------------
Record Date*.......................... 4/1 5/1 8/1 11/1
Distribution Date..................... 4/15 5/15 8/15 11/15
- ----------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .4175(1) $ 5.0108
-------- $.4175 every month --------
Quarterly Distribution Plan........... $ .4175(1) $ .4202(2) $ 1.2606 $ 1.2606 $ 5.0428
Semi-Annual Distribution Plan......... $ .4175(1) $ .4218(3) $ 2.5308 $ 5.0618
- ----------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected.
(2) The second distribution under the quarterly distribution plan represents a 1-month distribution; subsequent quarterly
distributions will be regular 3-month distributions.
(3) The second distribution under the semi-annual distribution plan represents a 1-month distribution; subsequent semi-annual
distributions will be regular 6-month distributions.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold.
TAX STATUS--FLORIDA INSURED TRUST
For a discussion of the Federal tax status of income earned on Florida
Insured Trust Units, see Section 11.
The assets of the Florida Insured Trust (the "Trust") will consist solely of
interest-bearing obligations issued by or on behalf of the State of Florida, its
political subdivisions and authorities or by the Commonwealth of Puerto Rico,
Guam, the Virgin Islands, American Samoa, or the Northern Mariana Islands (the
"Florida Bonds").
In the opinion of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.,
special counsel for the Trust for Florida tax matters, under existing law:
For Florida state income tax purposes, the Trust will not be subject to
the Florida income tax imposed by the Florida Code so long as the Trust has
no income subject to federal taxation. In addition, political subdivisions
of Florida do not impose any income taxes.
Because Florida does not impose an income tax on individuals,
non-corporate Unitholders will not be subject to any Florida income tax on
income realized by the Trust. Each corporate Unitholder will be subject to
Florida income taxation on its share of the income realized by the Trust
notwithstanding the tax exempt status of the interest received from any
bonds under Section 103(a) of the Internal Revenue Code of 1986 or any other
federal law, unless the interest income constitutes nonbusiness income.
Nevertheless, any corporate Unitholder that has its commercial domicile in
Florida will be taxable under the Florida Code on its share of the Trust
income which constitutes nonbusiness income.
23
<PAGE>
Trust Units will be subject to Florida estate tax only if owned by
Florida residents, certain natural persons not domiciled in Florida, or
certain natural persons not residents of the United States. However, the
Florida estate tax is limited to the amount of the credit allowable under
the applicable Federal Revenue Act (currently Section 2011 (and in some
cases Section 2102) of the Internal Revenue Code of 1986, as amended) for
death taxes actually paid to the several states.
Neither the Florida Bonds nor the Units will be subject to the Florida
ad valorem property tax or Florida sales or use tax.
Because Bonds issued by the State of Florida or its political
subdivisions or by the Commonwealth of Puerto Rico, Guam, the Virgin
Islands, American Samoa and the Northern Mariana Islands are exempt from
Florida intangible personal property taxation under Chapter 199, Florida
Statutes, as amended, the Trust will not be subject to Florida intangible
personal property tax. In addition, the Unitholders will not be subject to
Florida intangible personal property tax on the Units.
ECONOMIC FACTORS--FLORIDA
POPULATION. In 1980, Florida was the seventh largest state in the U.S. by
population. The State has grown dramatically since then and as of April 1, 1992,
ranks fourth with an estimated population of 13.2 million. Florida's attraction,
as both a growth and retirement state, has kept net migration fairly steady with
an average of 277,000 new residents a year from 1980 through 1990. The U.S.
average population increase since 1980 is about 1% annually, while Florida's
average annual rate of increase is about 3%. Florida continues to be the fastest
growing of the eleven largest states. This strong population growth is one
reason the State's economy is performing better than the nation as a whole. In
addition to attracting senior citizens to Florida as a place for retirement, the
State is also recognized as attracting a significant number of working age
individuals. Since 1980, the prime working age population (18-44) has grown at
an average annual rate of 3.6%. The share of Florida's total working age
population (18-59) to total State population is approximately 53%. This share is
not expected to change appreciably into the twenty-first century.
INCOME. The State's personal income has been growing strongly the last
several years and has generally outperformed both the U.S. as a whole and the
southeast in particular, according to the U.S. Department of Commerce and the
Florida Consensus Economic Estimating Conference. This is due to the fact that
Florida's population has been growing at a very strong pace and, since the early
1970's, the State's economy has diversified so as to provide greater insulation
from national economic downturns. As a result, Florida's real per capita
personal income overtook the national average in 1985 and has tracked above the
southeast as a whole for most of the 1980's. From 1980 through 1990, the State's
real per capita personal income rose at an average of 7% per year, while the
national real per capita personal income increased at an average of 6.8% per
year.
Because Florida has a proportionately greater retirement age population,
property income (dividends, interest, and rent) and transfer payments (Social
Security and pension benefits, among other sources of income) are relatively
more important sources of income. For example, Florida's total wages and
salaries and other labor income in 1989 was 55.3% of total personal income,
while a similar figure for the nation for 1990 was 65.0%. Transfer payments are
typically less sensitive to the business cycle than employment income and,
therefore, act as stabilizing forces in weak economic periods.
The State's per capita personal income in 1991 of $18,880 was slightly below
the national average of $19,082 and significantly ahead of that for the
southeast United States, which was $16,927. Real personal income in the State is
estimated to have increased 0.7% in
24
<PAGE>
1991-92 and to increase 5.1% in 1993-94. By the end of 1993-94, real personal
income per capita in the State is expected to average 3.6% higher than its
1991-92 level.
EMPLOYMENT. Since 1980, the State's job creation rate is well over twice
the rate for the nation as a whole, and its growth rate in new non-agricultural
jobs is the fastest of the 11 most populous states, second only to California in
the absolute number of new jobs created. Contributing to the State's rapid rate
of growth in employment and income is international trade. Since 1980, the
State's unemployment rate has generally been below that of the U.S. Only in the
last two years has the State's unemployment rate moved ahead of the national
average. The average rate in Florida since 1980 has been 7.0% while the national
average is 7.2%. According to the U.S. Department of Commerce, the Florida
Department of Labor and Employment Security, and the Florida Consensus Economic
Estimating Conference (together, the "Organization"), the State's unemployment
rate was 7.3% during 1991. As of January 1993, the Organization estimates that
the unemployment rate will be 7.4% for 1992-93 when final numbers are in, and
drop to 6.4% for 1993-94.
The rate of job creation in Florida's manufacturing sector has exceeded that
of the U.S. From the beginning of 1980 through 1990, the State added over 78,700
new manufacturing jobs, a 17.7% increase. During the same period, national
manufacturing employment declined seven out of the eleven years, for a loss of
1,979,900 jobs.
Total non-farm employment in Florida is expected to increase 1.3% in 1992-93
and rise 4.3% in 1993-94. These figures, as well as the figures for income
above, include the post-Hurricane Andrew impact. Trade and services, the two
largest sources of employment in the State, account for more than half of the
total non-farm employment. Employment in the service sector should experience an
increase of 3.6% in 1992-93, and 5.6% in 1993-94. The service sector is now the
State's largest employment category comprising 30.7% of total non-farm
employment.
CONSTRUCTION. The State's economy has in the past been highly dependent on
the construction industry and construction related manufacturing. This
dependency has declined in recent years and continues to do so as a result of
continued diversification of the State's economy. For example, in 1980, total
contract construction employment as a share of total non-farm employment was
just over 7.0%, and in 1990 the share had edged downward to 6.0%. This trend is
expected to continue as the State's economy continues to diversify. Florida,
nevertheless, has a dynamic construction industry, with single and multi-family
housing starts accounting for 9.48% of total U.S. housing starts in 1991 while
the State's population is 5.3% of the U.S. total population. Florida's housing
starts since 1980 have represented an average of 11.5% of the U.S.'s total
annual starts, and except for the recession years 1980-82, and the recession
beginning in 1990, Florida housing starts have exceeded 160,000 a year.
A driving force behind the State's construction industry has been the
State's rapid rate of population growth. Although the State currently is the
fourth most populous state, its annual population growth is now projected to
decline as the number of people moving into the State is expected to hover near
the mid 200,000 range annually well into the 1990's. This population trend
should provide plenty of fuel for business and home builders to keep
construction activity lively in Florida for some time to come. However, other
factors do influence the level of construction in the State. For example,
federal tax reform in 1986 and other changes to the federal income tax code have
eliminated tax deductions for owners of more than two residential real estate
properties and have lengthened depreciation schedules on investment and
commercial properties. Economic growth and existing supplies of commercial
buildings and homes also contribute to the level of construction activity in the
State.
25
<PAGE>
Hurricane Andrew left some parts of south Florida devastated. Post-Hurricane
Andrew clean up and rebuilding have changed the outlook for the State's economy.
Single and multi-family housing starts in 1992-93 are projected to reach a
combined level of 116,800, and to increase to 148,100 in 1993-94. Lingering
recessionary effects on consumers and tight credit are two of the reasons for
relatively slow core construction activity, as well as lingering effects from
the 1986 tax reform legislation discussed above. However, construction is one of
the sectors most severely affected by Hurricane Andrew. The construction figures
above include, over the two year period, more than 20,000 additional housing
starts as a result of destruction by Hurricane Andrew. Total construction
expenditures are forecasted to increase 11.1% this year and increase 23.7% next
year.
TOURISM. Tourism is one of Florida's most important industries.
Approximately 39.3 million tourists visited the State in 1991, as reported by
the Florida Department of Commerce. In terms of business activities and state
tax revenues, tourists in Florida in 1991 represented an estimated 4.4 million
additional residents. Visitors to the State tend to arrive equally by air and
car. The State's tourism industry over the years has become more sophisticated,
attracting visitors year-round and, to a degree, reducing its seasonality.
Tourist arrivals should be slightly negatively impacted as a result of Hurricane
Andrew, but should recover and approximate in 1993-94 the number expected prior
to the storm. When the final numbers are in, it is expected that by the end of
the State's current fiscal year, 41.9 million domestic and international
tourists will have visited the State, up 7.8% from the 39 million tourists that
visited Florida in 1991-92. In 1993-94, tourist arrivals should approximate 43.2
million.
REVENUES AND EXPENSES. Estimated fiscal year 1992-93 General Revenue plus
Working Capital funds available to the State total $12,285.9 million, a 9.2%
increase over 1991-92. This reflects a transfer of $228.8 million, out of an
estimated $233.5 million in non-recurring revenue due to Hurricane Andrew, to a
hurricane relief trust fund. Of the total General Revenue plus Working Capital
funds available to the State, $12,004.1 million of that is Estimated Revenues
(excluding the Hurricane Andrew impact), which represents an increase of 10.1%
over the previous year's Estimated Revenues. With effective General Revenues
plus Working Capital Fund appropriations at $11,914.0 million, unencumbered
reserves at the end of the current fiscal year are estimated at $371.9 million.
Estimated fiscal year 1993-94 General Revenue plus Working Capital Funds
available total $13,490.1 million, a 9.8% increase over 1992-93. The $13,016.1
million in Estimated Revenues represent an increase of 8.4% over the previous
year's Estimated Revenues. The massive effort to rebuild and replace destroyed
or damaged property in the wake of Hurricane Andrew is responsible for the
substantial positive revenue impacts shown here. Most of the impact is in the
increase in the State's sales tax.
In fiscal year 1991-92, approximately 64.0% of the State's total direct
revenue to its three operating funds was derived from State taxes, with Federal
grants and other special revenue accounting for the balance. State sales and use
tax, corporate income tax, and beverage tax amounted to 68%, 7%, and 5%,
respectively, of total receipts by the General Revenue Fund during fiscal year
1991-92. In that same year, expenditures for education, health and welfare, and
public safety amounted to 53%, 30%, and 13.3%, respectively, of total
expenditures from the General Revenue Fund.
The State's sales and use tax (6%) currently accounts for the State's single
largest source of tax receipts. Sightly less than 10% of the State's sales and
use tax is designated for local governments and is distributed to the respective
counties in which collected for use by the counties, and the municipalities
therein. In addition to this distribution, local governments may assess (by
referendum) a 0.5% or a 1.0% discretionary sales surtax within their
26
<PAGE>
county. Proceeds from this local option sales tax are earmarked for funding
local infrastructure programs and acquiring land for public recreation or
conservation or protection of natural resources as provided under Florida law.
Certain charter counties have other additional taxing powers, and
non-consolidated counties with a population in excess of 800,000 may levy a
local option sales tax to fund indigent health care. It alone cannot exceed 0.5%
and when combined with the infrastructure surtax cannot exceed 1.0%. For the
fiscal year ended June 30, 1992, sales and use tax receipts (exclusive of the
tax on gasoline and special fuels) totalled $8,375.5 million, an increase of
2.7% over fiscal year 1990-91.
The second largest source of State tax receipts is the tax on motor fuels.
However, these revenues are almost entirely dedicated trust funds for specific
purposes and are not included in the State's General Revenue Fund.
The State imposes an alcoholic beverage wholesale tax (excise tax) on beer,
wine, and liquor. This tax is one of the State's major tax sources, with
revenues totalling $435.2 million in fiscal year ending June 30, 1992. Alcoholic
beverage tax receipts declined from the previous year's total. The revenues
collected from this tax are deposited into the State's General Revenue Fund.
The State imposes a corporate income tax. All receipts of the corporate
income tax are credited to the General Revenue Fund. For the fiscal year ended
June 30, 1992, receipts from this source were $801.3 million, an increase of
14.2% from fiscal year 1990-91.
The State imposes a documentary stamp tax on deeds and other documents
relating to realty, corporate shares, bonds, certificates of indebtedness,
promissory notes, wage assignments, and retail charge accounts. The documentary
stamp tax collections totalled $472.4 million during fiscal year 1991-92, a 0.5%
increase from the previous fiscal year. For the fiscal year 1990-91, 76.21% of
the documentary stamp tax revenues was deposited to the General Revenue Fund.
Beginning in fiscal year 1992-93, 71.29% of these taxes is to be deposited to
the General Revenue Fund.
The State imposes an intangible personal property tax on stocks, bonds,
including bonds secured by liens in Florida real property, notes, governmental
leaseholds, and certain other intangibles not secured by a lien on Florida real
property. The annual rate of tax is 2 mils. The State also imposes a
non-recurring 2 mil tax on mortgages and other obligations secured by liens on
Florida real property. In fiscal year 1991-92, total intangible personal
property tax collections were $586.2 million, a 13.0% increase over the prior
year. Of the tax proceeds, 66.5% is distributed to the General Revenue Fund.
The State began its own lottery in 1988. State law requires that lottery
revenues be distributed 50.0% to the public in prizes, 38.0% for use in
enhancing education, and the balance, 12.0%, for costs of administering the
lottery. Fiscal year 1991-92 lottery ticket sales totalled $2.19 billion,
providing education with approximately $835.4 million.
The State's severance tax applies to oil, gas, and sulphur production, as
well as the severance of phosphate rock and other solid minerals. Total
collections from severance taxes total $67.2 million during fiscal year 1991-92,
down 6.9% from the previous year. Beginning in fiscal year 1989-90, 60.0% of
this amount was transferred to the General Revenue Fund. The 60.0% allocation is
expected to continue.
DEBT-BALANCED BUDGET REQUIREMENT. At the end of fiscal 1992, approximately
$4.52 billion in principal amount of debt secured by the full faith and credit
of the State was outstanding. In addition, since July 1, 1992, the State issued
about $274 million in principal amount of full faith and credit bonds.
The State Constitution and statutes mandate that the State budget, as a
whole, and each separate fund within the State budget, be kept in balance from
currently available revenues each fiscal year. If the Governor or Comptroller
believe a deficit will occur in any State fund,
27
<PAGE>
by statute, he must certify his opinion to the Administrative Commission, which
then is authorized to reduce all State agency budgets and releases by a
sufficient amount to prevent a deficit in any fund. Additionally, the State
Constitution prohibits issuance of State obligations to fund State operations.
LITIGATION. Currently under litigation are several issues relating to State
actions or State taxes that put at risk substantial amounts of General Revenue
Fund monies. Accordingly, there is no assurance that any of such matters,
individually or in the aggregate, will not have a material adverse affect on the
State's financial position.
In the wake of the U.S. Supreme Court decisions holding that a Hawaii law
unfairly discriminated against out-of-state liquor producers, suits have been
filed in the State's courts contesting a similar State law (in effect prior to
1985) that seek $384 million in tax refunds. A trial court, in a ruling that was
subsequently upheld by the Florida Supreme Court, found the State law in
question to be unconstitutional but made its ruling operate prospectively,
thereby denying any tax refunds. The issue of whether the unconstitutionality of
the tax should be applied retroactively was decided in favor of the taxpayers by
the U.S. Supreme Court on June 4, 1990. On remand from the U.S. Supreme Court,
the Florida Supreme Court, on January 15, 1991, mandated further proceedings to
fashion a "clear and certain remedy" consistent with constitutional restrictions
and the opinion of the U.S. Supreme Court. The Florida Department of Revenue has
proposed to the Florida Supreme Court that the Department be allowed to collect
back taxes from those who received a tax preference under the prior law. The
Florida Supreme Court remanded the matter to the Circuit Court for the 2nd
Judicial Circuit to hear arguments on the method chosen by the State to provide
a clear and certain remedy. On October 15, 1992, the Circuit Court trial judge
orally stated that the method chosen by the State is unconstitutional. The
Circuit Court has not issued a written, final order, which the State is likely
to appeal. An unfavorable outcome could result in the State having to refund
over $340 million.
Florida law provides preferential tax treatment to insurers who maintain a
home office in the State. Certain insurers challenged the constitutionality of
this tax preference and sought a refund of taxes paid. Recently, the Florida
Supreme Court ruled in favor of the State. This case and others, along with
pending refund claims, total about $200 million.
The State maintains a bond rating of Aa and AA from Moody's Investors
Service and Standard & Poor's Corporation, respectively, on the majority of its
general obligation bonds, although the rating of a particular series of revenue
bonds relates primarily to the project, facility, or other revenue source from
which such series derives funds for repayment. While these ratings and some of
the information presented above indicate that the State is in satisfactory
economic health, there can be no assurance that there will not be a decline in
economic conditions or that particular Florida Bonds purchased by the fund will
not be adversely affected by any such changes.
The sources for the information presented above include official statements
and financial statements of the State of Florida. While the Sponsor has not
independently verified this information, it has no reason to believe that the
information is not correct in all material respects.
FLORIDA TAXABLE ESTIMATED CURRENT RETURN TABLE
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under published 1994 marginal Federal tax rates. The tables incorporate
increased tax rates for higher-income taxpayers that were included in the
Revenue Reconciliation Act of 1993. The tables illustrate what you would have to
earn on taxable investments to equal the tax-exempt estimated current return for
your income tax bracket. A taxpayer's marginal tax rate is affected by
28
<PAGE>
both his taxable income and his adjusted gross income. Locate your adjusted
gross and your taxable income (which is your adjusted gross income reduced by
any deductions and exemptions), then locate your tax bracket based on joint or
single tax filing. Read across to the equivalent taxable estimated current
return you would need to match the tax-free income.
COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 38.0 $ 0-111.8 15.0 % 5.00 5.29 5.59 5.88 6.18 6.47 6.76 7.06
38.0- 91.9 0-111.8 28.0 5.90 6.25 6.60 6.94 7.29 7.64 7.99 8.33
111.8-167.7 29.0 5.99 6.34 6.69 7.04 7.39 7.75 8.10 8.45
91.9-140.0 0-111.8 31.0 6.16 6.52 6.88 7.25 7.61 7.97 8.33 8.70
111.8-167.7 32.0 6.25 6.62 6.99 7.35 7.72 8.09 8.46 8.82
167.7-290.2 34.5 6.49 6.87 7.25 7.63 8.02 8.40 8.78 9.16
140.0-250.0 111.8-167.7 37.0 6.75 7.14 7.54 7.94 8.33 8.73 9.13 9.52
167.7-290.2 40.0 7.08 7.50 7.92 8.33 8.75 9.17 9.58 10.00
Over 290.2 37.0 2 6.75 7.14 7.54 7.94 8.33 8.73 9.13 9.52
Over 250.0 167.7-290.2 44.0 7.59 8.04 8.48 8.93 9.38 9.82 10.27 10.71
Over 290.2 41.0 3 7.20 7.63 8.05 8.47 8.90 9.32 9.75 10.17
</TABLE>
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 22.8 $ 0-111.8 15.0 % 5.00 5.29 5.59 5.88 6.18 6.47 6.76 7.06
22.8- 55.1 0-111.8 28.0 5.90 6.25 6.60 6.94 7.29 7.64 7.99 8.33
55.1-115.0 0-111.8 31.0 6.16 6.52 6.88 7.25 7.61 7.97 8.33 8.70
111.8-234.3 32.5 6.30 6.67 7.04 7.41 7.78 8.15 8.52 8.89
115.0-250.0 111.8-234.3 38.0 6.85 7.26 7.66 8.06 8.47 8.87 9.27 9.68
Over 234.3 37.0 2 6.75 7.14 7.54 7.94 8.33 8.73 9.13 9.52
Over 250.0 Over 234.3 41.0 3 7.20 7.63 8.05 8.47 8.90 9.32 9.75 10.17
<FN>
- ------------------
1 The table reflects the effect of the limitations on itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for taxpayers filing a single return entitled to only one personal
exemption. These limitations are subject to certain maximums, which depend on the number of exemptions claimed and the total
amount of the taxpayer's itemized deductions. For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
29
<PAGE>
Nuveen Tax-Exempt Unit Trust
Schedule of Investments at Date of Deposit
January 6, 1994
FLORIDA INSURED TRUST 184
(Series 711)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
$ 525,000 State of Florida, State Board of Education, 2003 at 101 AAA Aaa $ 529,106
Public Education Capital Outlay Bonds, 1993
Series C, 5.50% Due 6/1/23. (General
Obligation Bonds.)
140,000 City of Fort Myers, Florida, Utility System No Optional Call AAA Aaa 38,032
Refunding Revenue Bonds, Series 1993A, 0.00%
Due 4/1/18. (Original issue discount bonds
delivered on or about August 12, 1993 at a
price of 24.158% of principal amount.)
180,000 City of Hollywood, Florida, Water and Sewer 2003 at 102 AAA Aaa 183,150
Revenue Refunding Bonds, Series 1993, 5.60%
Due 10/1/23.
240,000 City of Jacksonville Beach, Florida, Utility 2002 at 102 AAA Aaa 241,913
Revenue Bonds, Series 1993, 5.50% Due
10/1/20.
525,000 Orlando (Florida) Utilities Commission, Water 2002 at 100 AAA Aaa 526,754
and Electric Subordinated Revenue Bonds,
Series 1992A, 5.50% Due 10/1/27. (Original
issue discount bonds delivered on or about
August 25, 1992 at a price of 91.50% of
principal amount.)
500,000 South Broward Hospital District (Florida), 2003 at 102 AAA Aaa 501,250
Hospital Revenue and Refunding Revenue Bonds,
Series 1993, 5.50% Due 5/1/22.
525,000 City of Tampa, Florida, Allegany Health System 2003 at 102 AAA Aaa 499,931
Revenue Bonds, St. Mary's Hospital, Inc.
Issue, Series 1993, 5.125% Due 12/1/23.
(Original issue discount bonds delivered on
or about January 4, 1994 at a price of
94.522% of principal amount.)
525,000 City of Vero Beach, Florida, Electric Refunding 2003 at 101 AAA Aaa 523,089
Revenue Bonds, Series 1993A, 5.375% Due
12/1/21.
340,000 Commonwealth of Puerto Rico, Public Improvement 2003 at 101 1/2 AAA Aaa 340,000
Refunding Bonds, Series 1993 (General
Obligation Bonds.), 5.25% Due 7/1/18.
(Original issue discount bonds delivered on
or about July 15, 1993 at a price of 93.414%
of principal amount.)
- ----------- ---------------
$ 3,500,000 $ 3,383,225
- ----------- ---------------
- ----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 59.
30
<PAGE>
MASSACHUSETTS INSURED TRUST 109
The Portfolio of Massachusetts Insured Trust 109 consists of 6 obligations
issued by entities located in Massachusetts and one obligation issued by an
entity located in the Territory of Puerto Rico. Two Bonds in the Trust are
general obligations of the governmental entities issuing them and are backed by
the taxing powers thereof. Five Bonds in the Trust are payable as to principal
and interest from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. The sources of payment for these
Bonds are divided as follows: Bridge and Toll Road Revenue, 1; College and
University Revenue, 1; Health Care Facility Revenue, 2; Water and/or Sewer
Revenue, 1. All of the Bonds in the Trust, as insured, are rated AAA by Standard
& Poor's Corporation and Aaa by Moody's Investors Service, Inc.
At the Date of Deposit, the average maturity of the Bonds in the
Massachusetts Insured Trust is 26.5 years. The average maturity of the Bonds in
a Trust is calculated based upon the stated maturities of the Bonds in such
Trust (or, with respect to Bonds for which funds or securities have been placed
in escrow to redeem such Bonds on a stated call date, based upon such call
date). The average maturity of the Bonds in a Trust may increase or decrease
from time to time as Bonds mature or are called or sold.
Approximately 28.3% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 28.3% of the aggregate offering price of the
Bonds) are original issue discount bonds. See "GENERAL TRUST
INFORMATION--ORIGINAL ISSUE DISCOUNT BONDS AND STRIPPED OBLIGATIONS" for a
discussion of the characteristics of such bonds and of the risks associated
therewith.
Approximately 29% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from services provided by hospitals or other health care facilities.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds between December 21,
1993 and January 5, 1994. The following summarizes certain information about the
Bonds as of the business day prior to the Date of Deposit:
<TABLE>
<CAPTION>
Difference between Trustee's
Determination of Offering Price and
Cost to Profit (or loss) Annual Interest Bid Price the Bid Price
Sponsor to Sponsor Income to Trust of Bonds (as % of principal amount)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$3,459,572 $16,931 $185,681 $3,459,628 .48%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on a negotiated or competitive bid
basis as principal with the motive of marketing such bonds to investors at a
profit. The Sponsor did not participate as either the sole underwriter or as a
manager or member of a syndicate that acted as the original underwriter of any
of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the Massachusetts Insured Trust, less estimated expenses, is estimated to accrue
at the rate of $.01439 per Unit per day under the semi-annual plan of
distribution, $.01434 per Unit per day under the quarterly plan of distribution
and $.01425 per Unit per day under the monthly plan of distribution. It is
anticipated that the amount of interest to be distributed per Unit in each
31
<PAGE>
year under each plan of distribution will initially be substantially equal to
the Estimated Net Annual Interest Income per Unit for that plan.
Details of interest distributions per Unit of the Massachusetts Insured
Trust under the various plans appear in the following table based upon estimated
Net Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
Normal
Distributions
Massachusetts Insured Trust 1994 per Year
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------ --------------
Record Date*.......................... 4/1 5/1 8/1 11/1
Distribution Date..................... 4/15 5/15 8/15 11/15
- ----------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .4275(1) $ 5.1301
-------- $.4275 every month --------
Quarterly Distribution Plan........... $ .4275(1) $ .4301(2) $ 1.2905 $ 1.2905 $ 5.1621
Semi-Annual Distribution Plan......... $ .4275(1) $ .4317(3) $ 2.5905 $ 5.1811
- ----------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected.
(2) The second distribution under the quarterly distribution plan represents a 1-month distribution; subsequent quarterly
distributions will be regular 3-month distributions.
(3) The second distribution under the semi-annual distribution plan represents a 1-month distribution; subsequent semi-annual
distributions will be regular 6-month distributions.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold.
TAX STATUS--MASSACHUSETTS INSURED TRUST
For a discussion of the Federal tax status of income earned on Massachusetts
Insured Trust Units, see Section 11.
In the opinion of Edwards & Angell, special Massachusetts counsel to the
Trust, based on rulings by the Commissioner of Revenue and under existing law:
For Massachusetts income tax purposes, each Trust will be treated as a
corporate trust under Section 8 of Chapter 62 of the Massachusetts General
Laws ("M.G.L.") and not as a grantor trust under Section 10(e) of M.G.L.
Chapter 62.
The Trust will not be held to be engaging in business in Massachusetts
within the meaning of said Section 8 and will, therefore, not be subject to
Massachusetts income tax.
Unitholders who are subject to Massachusetts income taxation under
M.G.L. Chapter 62 will not be required to include their respective shares of
the earnings of or distributions from the Massachusetts Insured Trust in
their Massachusetts gross income to the extent that such earnings or
distributions represent tax-exempt interest excludable from gross income for
Federal income tax purposes received by the Massachusetts Insured Trust on
obligations issued by Massachusetts, its counties, municipalities,
authorities, political subdivisions or instrumentalities or by Puerto Rico,
the Virgin Islands, Guam, the Northern Mariana Islands or other possessions
of the United States within the meaning of Section 103(c) of the Internal
Revenue Code of 1986, as amended ("Massachusetts Obligations").
In the case of a Massachusetts Insured Trust, Unitholders who are
subject to Massachusetts income taxation under M.G.L. Chapter 62 will not be
required to include their respective shares of the earnings of or
distributions from such Trust in their Massachusetts gross income to the
extent that such earnings or distributions are derived from the
32
<PAGE>
proceeds of insurance obtained by the Sponsor of such Trust or by the issuer
or underwriter of an obligation held by such Trust that represent maturing
interest on defaulted obligations held by the Trustee, if and to the same
extent that such earnings or distributions would have been excludable from
the gross income of such Unitholders if derived from interest paid by the
issuer of the defaulted obligation.
Unitholders which are corporations subject to taxation under M.G.L.
Chapter 63 will be required to include their respective shares of the
earnings of or distributions from the Trust in their Massachusetts gross
income to the extent that such earnings or distributions represent interest
from bonds, notes or indebtedness of any state, including Massachusetts,
except for interest which is specifically exempted from such tax by the acts
authorizing issuance of said Massachusetts Obligations.
The Massachusetts Insured Trust's capital gains and/or capital losses
which are includable in the Federal gross income of Unitholders who are
subject to Massachusetts income taxation under M.G.L. Chapter 62, or
Unitholders which are corporations subject to Massachusetts taxation under
M.G.L. Chapter 63 will be included as capital gains and/or losses in the
Unitholders' Massachusetts gross income, except for capital gain which is
specifically exempted from taxation under such Chapters by the acts
authorizing issuance of said Massachusetts Obligations.
Unitholders which are corporations subject to tax under M.G.L. Chapter
63 and which are tangible property corporations will not be required to
include the Units when determining the value of their tangible property.
Unitholders which are intangible property corporations will be required to
include the Units when determining their net worth.
Gains or losses realized on sales or redemptions of Units by Unitholders
who are subject to Massachusetts income taxation under M.G.L. Chapter 62, or
Unitholders which are corporations subject to Massachusetts income taxation
under M.G.L. Chapter 63, will be includable in their Massachusetts gross
income. In determining such gain or loss Unitholders will, to the same
extent required for Federal tax purposes, have to adjust their tax bases for
their Units for accrued interest received, if any, on Massachusetts
Obligations delivered to the Trustee after the Unitholders pay for their
Units, for amortization of premiums, if any, on Massachusetts Obligations
held by the Massachusetts Insured Trust, and for accrued original issue
discount with respect to each Massachusetts Obligation which, at the time
the Massachusetts Obligation was issued, had original issue discount.
The Units of the Trust are not subject to any property tax levied by
Massachusetts or any political subdivision thereof, nor to any income tax
levied by any such political subdivision. They are includable in the gross
estate of a deceased holder who is a resident of Massachusetts for purposes
of the Massachusetts Estate Tax.
ECONOMIC FACTORS--MASSACHUSETTS
Without intending to be complete, the following briefly summarizes the
current financial situation, as well as some of the complex factors affecting
the financial situation, in the Commonwealth of Massachusetts (the
"COMMONWEALTH"). It is derived from sources that are generally available to
investors and is based in part on information obtained from various agencies in
Massachusetts. No independent verification has been made of the accuracy or
completeness of the following information.
33
<PAGE>
There can be no assurance that current or future statewide or regional
economic difficulties, and the resulting impact on Commonwealth or local
governmental finances generally, will not adversely affect the market value of
Massachusetts Obligations in the Trust or the ability of particular obligors to
make timely payments of debt service on (or relating to) those obligations.
Since 1988, there has been a significant slowdown in the Commonwealth's
economy, as indicated by a rise in unemployment, a slowing of its per capita
income growth and declining state revenues. In fiscal 1991, the Commonwealth's
expenditures for state government programs exceeded current revenues, and
although fiscal 1992 revenues exceeded expenditures, no assurance can be given
that lower than expected tax revenues will not resume and continue.
1993 FISCAL YEAR BUDGET. On July 20, 1992 the Governor signed the
Commonwealth's budget for fiscal 1993. This budget is based on estimated
budgeted revenue and other sources of $14.641 billion, including current tax
revenue estimates of $9.940 billion. Based on December 31, 1992 tax collections,
tax revenues for the fiscal 1993 budget were revised upwards on January 27, 1993
from the original consensus tax estimate of $9.685 billion. Estimated tax
revenues for fiscal 1993 are approximately $456.4 million greater than tax
revenues for fiscal 1992. As modified by legislation enacted since July 20,
1992, the fiscal 1993 budget provides for estimated budgeted expenditures and
other uses of $14.976 billion, which equals the sum of projected revenues and
other sources plus approximately $319.4 million of the estimated $549.4 million
positive budgetary fund balances existing as of the close of fiscal 1992. The
projected fiscal 1993 budgeted expenditures and other uses represents an
increase of 11.6% from fiscal 1992. The fiscal 1993 budget remains subject to
certain of the Governor's line-item vetoes, which may be overridden by the
legislature.
With regard to revenues, the fiscal 1993 budget depends on certain non-tax
revenue sources, the availability of which is subject to certain contingencies.
The fiscal 1993 budget assumes continued federal reimbursements related to
uncompensated care payments, which is expected to be approximately $212.7
million in fiscal 1993.
The fiscal 1993 budget also assumes that the sale of certain assets will
generate approximately $45.0 million in non-tax revenues, however, there are
currently no agreements to sell such assets and the market for some or all of
such assets in unfavorable. The fiscal 1993 budget also assumes receipt of
approximately $80.0 million from the Massachusetts Water Resource Authority
("MWRA") under an arrangement which would, among other things, relieve the MWRA
of certain comparable future financial commitments to the Commonwealth.
1992 FISCAL YEAR. The Commonwealth's budgeted expenditures and other uses
were approximately $13.420 billion in fiscal 1992, which is $238.7 million or
1.7% lower than fiscal 1991 budgeted expenditures. Final fiscal 1992 budgeted
expenditures were $300 million more than the initial July 1991 estimates of
budgetary expenditures, due in part to increases in certain human services
programs, including an increase of $268.7 million for the Medicaid program and
$50.0 million for mental retardation consent decree requirements. Budgeted
revenues and other sources for fiscal 1992 totaled approximately $13.728 billion
(including tax revenues of $9.484 billion), reflecting an increase of
approximately 0.7% from fiscal 1991 to 1992 and an increase of 5.4% in tax
revenues for the same period. Overall, fiscal 1992 is estimated to have ended
with an excess of revenues and other sources over expenditures and other uses of
$312.3 million. After payment in full of the quarterly distribution of local aid
to the Commonwealth's cities and towns ("LOCAL AID") in the
34
<PAGE>
amount of $514.0 million due on June 30, 1992, retirement of the Commonwealth's
outstanding commercial paper (except for approximately $50 million of bond
anticipation notes) and certain other short term borrowings, as of June 30,
1992, the end of fiscal 1992, the Commonwealth showed a year-end cash position
of approximately $731 million, as compared with the Commonwealth's cash balance
of $182.3 million at the end of fiscal 1991.
1991 FISCAL YEAR. Budgeted expenditures for fiscal 1991 were approximately
$13.659 billion, as against budgeted revenues and other sources of approximately
$13.634 billion. The Commonwealth suffered an operating loss of approximately
$21.2 million. Application of the adjusted fiscal 1990 fund balances of $258.3
resulted in a fiscal 1991 budgetary surplus of $237.1 million. State law
requires that approximately $59.2 million of the fiscal year ending balances of
$237.1 million be placed in the Stabilization Fund, a reserve from which funds
can be appropriated (i) to make up any difference between actual state revenues
in any fiscal year in which actual revenues fall below the allowable amount,
(ii) to replace state and local losses by federal funds or (iii) for any event,
as determined by the legislature, which threatens the health, safety or welfare
of the people or the fiscal stability of the Commonwealth or any of its
political subdivisions.
Upon taking office in January 1991, the new Governor proposed a series of
legislative and administrative actions, including withholding of allotments
under Section 9C of Chapter 29 of the General Laws, intended to eliminate the
projected deficits. The new Governor's review of the Commonwealth's budget
indicated projected spending of $14.105 billion with an estimated $850 million
in budget balancing measures that would be needed prior to the close of fiscal
1991. At that time, estimated tax revenues were revised to $8.845 billion, $903
million less than was estimated at the time the fiscal 1991 budget was adopted.
The Legislature adopted a number of the Governor's recommendations and the
Governor took certain administrative actions not requiring legislative approval,
including the adoption of a state employee furlough program. It is estimated by
the Commonwealth that spending reductions achieved through savings initiatives
and withholding of allotments total approximately $484.3 million in aggregate
for fiscal 1991. However, these savings and reductions may be impacted
negatively by litigation pursued by third parties concerning the Governor's
action under Section 9C of Chapter 29 of the General Laws and with regard to the
state employee furlough program.
In addition, the new administration in May 1991 filed an amendment to its
Medicaid state plan that enables it to claim 50% federal reimbursement on
uncompensated care payments for certain hospitals in the Commonwealth. As a
result, in fiscal 1991 the Commonwealth obtained additional non-tax revenues in
the form of federal reimbursements equal to approximately $513 million on
account of uncompensated care payments. This reimbursement claim was based upon
recent amendments of federal law contained in the Omnibus Budget Reconciliation
Act of 1990 and, consequently, on relatively undeveloped federal laws,
regulations and guidelines. At the request of the federal Health Care Financing
Administration, the Office of Inspector General of the United States Department
of Health and Human Services has commenced an audit of the reimbursement. The
administration, which had reviewed the matter with the Health Care Financing
Administration prior to claiming the reimbursement, believes that the
Commonwealth will prevail in the audit. If the Commonwealth does not prevail,
the Commonwealth would have the right to contest an appeal, but could be
required to pay all or part of Medicaid reimbursements with interest and to have
such amount deducted from future reimbursement payments.
1990, 1989 AND 1988 FISCAL YEARS. In July 1989, the former Governor vetoed
certain provisions included in the budget legislation for fiscal 1990, including
approximately $273 million of the fiscal 1990 appropriations, including $100
million for Local Aid. One of the
35
<PAGE>
Governor's vetoes occasioned a default by the Commonwealth on a September 1,
1989 payment of $2.5 million on a general obligation contract with the
Massachusetts Community Development Finance Corporation to which its full faith
and credit had been pledged, which payment was made on September 17, 1990 after
a supplemental appropriation was proposed by the Governor and passed by the
legislature. The legislature overrode the Governor's veto of $100 million of
Local Aid and the Governor then indicated that he was withholding the allotment
for such expenditure. The Supreme Judicial Court invalidated the Governor's
withholding of $210 million of appropriated funds for certain Local Aid purposes
in May 1990.
Budgeted expenditures for fiscal 1988, 1989 and 1990 totaled approximately
$11.6 billion, $12.6 billion and $13.3 billion, respectively. Budgeted revenues
for fiscal 1988, 1989 and 1990 totaled approximately $11.3 billion, $12.0
billion and $12.0 billion, respectively.
EMPLOYMENT. Reversing a trend of relatively low unemployment during the
early and mid 1980s, the Massachusetts unemployment rate has increased
significantly during the last three years to where the Commonwealth's
unemployment rate exceeds the national unemployment rate. In 1989, the average
Massachusetts unemployment rate was 4.0%, representing an 0.8% increase over the
average 1987 unemployment rate, while the average United States unemployment
rate was 5.3%, representing a 0.9% decrease over the average 1987 United States
unemployment rate. During 1990, the Massachusetts unemployment rate increased
from 4.5% in January to 6.1% in July to 6.7% in August. During 1991, the
Massachusetts unemployment rate averaged 9.0% while the average United States
unemployment rate was 6.7%. The Massachusetts unemployment rate in October 1992
was 8.4%, down from 8.6% for September 1992. Other factors which may
significantly and adversely affect the employment rate in the Commonwealth
include the recently announced proposal by the Clinton Administration to close
United States military bases and reduce federal government spending on
defense-related industries. Due to this and other considerations, there can be
no assurances that unemployment in the commonwealth will not increase in the
future.
DEBT RATINGS. S&P currently rates the Commonwealth's uninsured general
obligation bonds at A, having upgraded the rating from BBB on September 9, 1992.
At the same time, S&P upgraded the rating of state and agency notes from SP2 to
SP1. In raising the ratings, S&P cited the Commonwealth's improved financial
status as key to the upgrade. Prior to these actions by S&P, the Commonwealth
had experienced a steady decline in its S&P rating, with its most recent decline
beginning in May 1989, when S&P lowered its rating on the Commonwealth's general
obligation bonds and other Commonwealth obligations from AA+ to AA and
continuing a series of further reductions until March 1992, when the rating was
affirmed at BBB.
Moody's currently rates the Commonwealth's uninsured general obligation
bonds at A, having upgrade the rating from Baa on September 9, 1992. Moody's, in
raising the rating on the bonds, pointed to the Commonwealth's application of
conservative revenue assumptions and efforts to impose spending discipline as
having reduced the state's financial vulnerability and restored fiscal control.
Prior to this increase, the Commonwealth had experienced a steady decline in its
rating by Moody's since May 1989. In May 1989, Moody's lowered its rating on the
Commonwealth's notes from MIG-1 to MIG-2, and its rating on the Commonwealth's
commercial paper from P-1 to P-2. On June 21, 1989 Moody's reduced the
Commonwealth's general obligation rating from Aa to A. On November 15, 1989,
Moody's reduced the rating on the Commonwealth's general obligations from A to
Baa1, citing the Commonwealth's lowering of revenue estimates, its fiscal year
1990 deficit and to the legislature's apparent lack of consensus on how to deal
with it. On March 9, 1990, Moody's reduced the rating of the Commonwealth's
general obligation bonds from Baa1 to Baa, citing "extended
36
<PAGE>
inaction" in resolving the Commonwealth's growing budget deficit. There can be
no assurance that these ratings will continue.
In recent years, the Commonwealth and certain of its public bodies and
municipalities have faced serious financial difficulties which have affected the
credit standing and borrowing abilities of Massachusetts and its respective
entities and may have contributed to higher interest rates on debt obligations.
The continuation of, or an increase in, such financial difficulties could result
in declines in the market values of, or default on, existing obligations
including Massachusetts Obligations in the Trust. Should there be during the
term of the Trust a financial crisis relating to Massachusetts, its public
bodies or municipalities, the market value and marketability of all outstanding
bonds issued by the Commonwealth and its public authorities or municipalities
including the Massachusetts Obligations in the Trust and interest income to the
Trust could be adversely affected.
TOTAL BOND AND NOTE LIABILITIES. The total general obligation bond
indebtedness of the Commonwealth as of January 1, 1993 was approximately $7.9
billion. There were also outstanding approximately $339 million in general
obligation notes and other short term general obligation debt. The total bond
and note liabilities of the Commonwealth as of January 1, 1993, including
guaranteed bond and contingent liabilities, was approximately $12.4 billion.
DEBT SERVICE. During the 1980s, capital expenditures were increased
substantially, which has had a short term impact on the cash needs of the
Commonwealth and also accounts for a significant rise in debt service during
that period. Payments for debt service on Commonwealth general obligation bonds
and notes have risen at an average annual rate of 18.7% from $563.7 million in
fiscal 1988 to an estimated $942.3 million in fiscal 1991. Debt service payments
in fiscal 1992 were $898.3 million. Debt service payments for fiscal 1992
reflect a $261 million one-time reduction achieved as a result of the issuance
of the refunding bonds in September and October 1991. Debt service expenditures
are projected to be $1.195 billion for fiscal 1993 and $1.311 billion for fiscal
1994. The amounts represented do not include debt service on notes issued to
finance the fiscal 1989 deficit and certain Medicaid related liabilities,
certain debt service contract assistance to the Massachusetts Bay Transportation
Authority, the Massachusetts Convention Center Authority and the Massachusetts
Government Land Bank, as well as grants to municipalities under the school
building assistance program to defray a portion of the debt service costs on
local school bonds.
In January 1990, legislation was passed to impose a limit on debt service
beginning in fiscal 1991, providing that no more than 10% of the total
appropriations in any fiscal year may be expended for payment of interest and
principal on general obligation debt (excluding the Fiscal Recovery Bonds). The
percentage of total appropriations expended from the budgeted operating funds
for debt service (excluding debt service on Fiscal Recovery Bonds) for fiscal
1992 is 4.9% which is projected to increase to 6.1% in fiscal 1993.
CERTAIN LIABILITIES. Among the material future liabilities of the
Commonwealth are significant unfunded general liabilities of its retirement
systems and a program to fund such liabilities; a program whereby, starting in
1978, the Commonwealth began assuming full financial responsibility for all
costs of the administration of justice within the Commonwealth; continuing
demands to raise aggregate aid to cities, towns, schools and other districts and
transit authorities above current levels; and Medicaid expenditures which have
increased each year since the program was initiated. The Commonwealth has signed
consent decrees to continue improving mental health care and programs for the
mentally retarded in
37
<PAGE>
order to meet federal standards, including those governing receipt of federal
reimbursements under various programs, and the parties in those cases have
worked cooperatively to resolve the disputed issues.
As a result of comprehensive legislation approved in January, 1988, the
Commonwealth is required, beginning in fiscal 1989 to fund future pension
liabilities currently and to amortize the Commonwealth's unfunded liabilities
over 40 years. Total pension costs increased at an average annual rate of 5.8%
from $600.2 million in fiscal 1988 to $751.5 million in fiscal 1992. The
estimated pension costs (inclusive of current benefits and pension reserves) for
fiscal year 1993 are $873.8 million, representing an increase of 16.2% over
fiscal 1992 expenditures.
LITIGATION. The Commonwealth is engaged in various lawsuits involving
environmental and related laws, including an action brought on behalf of the
U.S. Environmental Protection Agency alleging violations of the Clean Water Act
and seeking to enforce the clean-up of Boston Harbor. The MWRA, successor in
liability to the Metropolitan District Commission, has assumed primary
responsibility for developing and implementing a court-approved plan for the
construction of the treatment facilities necessary to achieve compliance with
federal requirements. Under the Clean Water Act, the Commonwealth may be liable
for costs of compliance in these or any other Clean Water cases if the MWRA or a
municipality is prevented from raising revenues necessary to comply with a
judgment. The MWRA currently projects that the total cost of construction of the
treatment facilities required under the court's order is approximately $3.5
billion in current dollars.
The Massachusetts Hospital Association has brought an action challenging an
element of the Medicaid rate-setting methodologies for hospitals. If the
plaintiff hospitals are successful, the Commonwealth may face additional
liabilities on the order of $70 million to $100 million. The parties have
recently agreed to a process of settlement and payment of fiscal 1988 through
1991 claims, with payment to be made in fiscal 1993.
There are also actions pending in which recipients of human services
benefits, such as welfare recipients, the mentally retarded, the elderly, the
handicapped, children, residents of state hospitals and inmates of corrections
institutions, seek expanded levels of services and benefits and in which
providers of services to such recipients challenge the rates at which they are
reimbursed by the Commonwealth. To the extent that such actions result in
judgments requiring the Commonwealth to provide expanded services or benefits or
pay increased rates, additional operating and capital expenditures might be
needed to implement such judgments.
In December, 1988, nine municipalities of the Commonwealth which claim to
own substantial interests in a nuclear power plant in Seabrook, New Hampshire,
filed suit against the Commonwealth, the Governor, the Attorney General and
other state officials claiming damages arising from their opposition to
licensure of the plant. The municipalities allege damages in the amount of $1
billion. The Commonwealth's motion to dismiss was allowed, but the plaintiffs in
that case have appealed and the case is under advisement in the Appeals Court.
In addition there are several tax matters in litigation which could result
in significant refunds to taxpayers if decisions unfavorable to the Commonwealth
are rendered. The amount of taxes and interest at issue in those cases is
approximately $195 million.
A variety of other civil suits pending against the Commonwealth may also
affect its future liabilities. These include challenges to the Commonwealth's
allocation of school aid under Section 9C of Chapter 29 of the General Laws and
to adopt a state employee furlough program. No prediction is possible as to the
ultimate outcome of these proceedings.
38
<PAGE>
Many factors, in addition to those cited above, do or may have a bearing
upon the financial condition of the Commonwealth, including social and economic
conditions, many of which are not within the control of the Commonwealth.
EXPENDITURE AND TAX LIMITATION MEASURES. Limits have been established on
state tax revenues by legislation approved by the Governor on October 25, 1986
and by an initiative petition approved by the voters on November 4, 1986. The
Executive Office for Administration and Finance currently estimates that state
tax revenues will not reach the limit imposed by either the initiative petition
or the legislative enactment in fiscal 1992.
Proposition 2 1/2, passed by the voters in 1980, led to large reductions in
property taxes, the major source of income for cities and towns, and large
increases in state aid to offset such revenue losses. According to the Executive
Office for Administration and Finance, all of the 351 cities and towns have now
achieved a property tax level of no more than 2.5% of full property values.
Under the terms of Proposition 2 1/2, the property tax levy can now be increased
annually for all cities and towns, almost all by 2.5% of the prior fiscal year's
tax levy plus 2.5% of the value of new properties and of significant
improvements to property. Legislation has also been enacted providing for
certain local option taxes. A voter initiative petition approved at the
statewide general election in November, 1990 further regulates the distribution
of Local Aid of no less than 40% of collections from individual income taxes,
sales and use taxes, corporate excise taxes, and the balance of the state
lottery fund. If implemented in accordance with its terms (including
appropriation of the necessary funds), the petition as approved would shift
several hundred million dollars to direct Local Aid.
OTHER TAX MEASURES. To provide revenue to pay debt service on both the
deficit and Medicaid-related borrowings and to fund certain direct Medicaid
expenditures, legislation was enacted imposing an additional tax on certain
types of personal income for 1989 and 1990 taxable years at rates of 0.375% and
0.75% respectively, effectively raising the tax rate of 1989 from 5% to 5.375%
and for 1990 to 5.75%. Recent legislation has effectively further increased tax
rates to 5.95% for tax year 1990 to 6.25% for tax year 1991 and returning to
5.95% for tax year 1992 and subsequent tax years. The tax is applicable to all
personal income except income derived from dividends, capital gains,
unemployment compensation, alimony, rent, interest, pensions, annuities and
IRA/Keogh distributions. The income tax rate on other interest (excluding
interest on obligations of the United States and of the Commonwealth and its
subdivisions), dividends and net capital gains (after a 50% reduction) was
increased from 10% to 12% for tax year 1990 and subsequent years, by recently
enacted legislation.
OTHER ISSUERS OF MASSACHUSETTS OBLIGATIONS. There are a number of state
agencies, instrumentatlities and political subdivisions of the Commonwealth that
issue Municipal Obligations, some of which may be conduit revenue obligations
payable from payments from private borrowers. These entities are subject to
various economic risks and uncertainties, and the credit quality of the
securities issued by them may vary considerably from the credit quality of
obligations backed by the full faith and credit of the Commonwealth. The brief
summary above does not address, nor does it attempt to address, any difficulties
and the financial situations of those other issuers of Massachusetts
Obligations.
MASSACHUSETTS TAXABLE ESTIMATED CURRENT RETURN TABLE
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under combined Federal and state taxes, using published 1994 marginal Federal
tax rates and marginal state tax rates currently available and scheduled to be
in effect. The tables incorporate increased tax rates for higher-income
taxpayers that were included in the Revenue Reconciliation Act of 1993. For
cases in which more than one state bracket falls within a Federal bracket, the
39
<PAGE>
highest state bracket is combined with the Federal bracket. The combined state
and Federal tax brackets shown reflect the fact that state tax payments are
currently deductible for Federal tax purposes. The tables illustrate what you
would have to earn on taxable investments to equal the tax-exempt estimated
current return for your income tax bracket. A taxpayer's marginal tax rate is
affected by both his taxable income and his adjusted gross income. Locate your
adjusted gross and your taxable income (which is your adjusted gross income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint or single tax filing. Read across to the equivalent taxable estimated
current return you would need to match the tax-free income.
COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 38.0 $ 0-111.8 25.0 % 5.67 6.00 6.33 6.67 7.00 7.33 7.67 8.00
38.0- 91.9 0-111.8 36.5 6.69 7.09 7.48 7.87 8.27 8.66 9.06 9.45
111.8-167.7 37.5 6.80 7.20 7.60 8.00 8.40 8.80 9.20 9.60
91.9-140.0 0-111.8 39.5 7.02 7.44 7.85 8.26 8.68 9.09 9.50 9.92
111.8-167.7 40.0 7.08 7.50 7.92 8.33 8.75 9.17 9.58 10.00
167.7-290.2 42.0 7.33 7.76 8.19 8.62 9.05 9.48 9.91 10.34
140.0-250.0 111.8-167.7 44.5 7.66 8.11 8.56 9.01 9.46 9.91 10.36 10.81
167.7-290.2 47.0 8.02 8.49 8.96 9.43 9.91 10.38 10.85 11.32
Over 290.2 44.5 2 7.66 8.11 8.56 9.01 9.46 9.91 10.36 10.81
Over 250.0 167.7-290.2 50.5 8.59 9.09 9.60 10.10 10.61 11.11 11.62 12.12
Over 290.2 48.0 3 8.17 8.65 9.13 9.62 10.10 10.58 11.06 11.54
</TABLE>
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 22.8 $ 0-111.8 25.0 % 5.67 6.00 6.33 6.67 7.00 7.33 7.67 8.00
22.8- 55.1 0-111.8 36.5 6.69 7.09 7.48 7.87 8.27 8.66 9.06 9.45
55.1-115.0 0-111.8 39.5 7.02 7.44 7.85 8.26 8.68 9.09 9.50 9.92
111.8-234.3 40.5 7.14 7.56 7.98 8.40 8.82 9.24 9.66 10.08
115.0-250.0 111.8-234.3 45.5 7.80 8.26 8.72 9.17 9.63 10.09 10.55 11.01
Over 234.3 44.5 2 7.66 8.11 8.56 9.01 9.46 9.91 10.36 10.81
Over 250.0 Over 234.3 48.0 3 8.17 8.65 9.13 9.62 10.10 10.58 11.06 11.54
<FN>
- ------------------
1 The table reflects the effect of the limitations on itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for taxpayers filing a single return entitled to only one personal
exemption. These limitations are subject to certain maximums, which depend on the number of exemptions claimed and the total
amount of the taxpayer's itemized deductions. For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
40
<PAGE>
Nuveen Tax-Exempt Unit Trust
Schedule of Investments at Date of Deposit
January 6, 1994
MASSACHUSETTS INSURED TRUST 109
(Series 711)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
$ 510,000 Massachusetts Bay Transportation Authority, 2003 at 102 AAA Aaa $ 514,187
General Transportation System Bonds, 1993
Series A Refunding, 5.50% Due 3/1/22.
(General Obligation Bonds.)
525,000 Massachusetts Health and Educational Facilities 2003 at 102 AAA Aaa 519,246
Authority, Revenue Bonds, Lahey Clinic
Medical Center Issue, Series B, 5.375% Due
7/1/23. (Original issue discount bonds
delivered on or about April 27, 1993 at a
price of 94.511% of principal amount.)
500,000 Massachusetts Health and Educational Facilities 2004 at 102 AAA Aaa 494,450
Authority, Revenue Bonds, New England Medical
Center Hospitals Issue, Series G-1, 5.375%
Due 7/1/24.
500,000 Massachusetts Industrial Finance Agency, 2003 at 102 AAA Aaa 496,475
Revenue Refunding Bonds, Milton Academy
Issue, Series B, 5.25% Due 9/1/19.
500,000 Massachusetts Turnpike Authority, Turnpike 2003 at 102 AAA Aaa 485,000
Revenue Bonds, 1993 Series A, 5.125% Due
1/1/23.
500,000 Boston Water and Sewer Commission 2003 at 102 AAA Aaa 502,145
(Massachusetts), General Revenue Bonds, 1993
Series A (Senior Series), 5.25% Due 11/1/11.
465,000 Commonwealth of Puerto Rico, Public Improvement 2003 at 101 1/2 AAA Aaa 465,000
Refunding Bonds, Series 1993 (General
Obligation Bonds.), 5.25% Due 7/1/18.
(Original issue discount bonds delivered on
or about July 15, 1993 at a price of 93.414%
of principal amount.)
- ----------- ---------------
$ 3,500,000 $ 3,476,503
- ----------- ---------------
- ----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 59.
41
<PAGE>
NEW JERSEY INSURED TRUST 171
The Portfolio of New Jersey Insured Trust 171 consists of 7 obligations
issued by entities located in New Jersey and one obligation issued by an entity
located in the Territory of Puerto Rico. Three Bonds in the Trust are general
obligations of the governmental entities issuing them and are backed by the
taxing powers thereof. Five Bonds in the Trust are payable as to principal and
interest from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. The sources of payment for these
Bonds are divided as follows: Electrical System Revenue, 1; Health Care Facility
Revenue, 2; Transportation Facility Revenue, 1; Water and/or Sewer Revenue, 1.
All of the Bonds in the Trust, as insured, are rated AAA by Standard & Poor's
Corporation and Aaa by Moody's Investors Service, Inc.
At the Date of Deposit, the average maturity of the Bonds in the New Jersey
Insured Trust is 25.2 years. The average maturity of the Bonds in a Trust is
calculated based upon the stated maturities of the Bonds in such Trust (or, with
respect to Bonds for which funds or securities have been placed in escrow to
redeem such Bonds on a stated call date, based upon such call date). The average
maturity of the Bonds in a Trust may increase or decrease from time to time as
Bonds mature or are called or sold.
Approximately 17.9% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 15.4% of the aggregate offering price of the
Bonds) are original issue discount obligations. Certain of these original issue
discount obligations, amounting to 5.1% of the aggregate principal amount and
2.5% of the aggregate offering price of the Bonds in the Trust, are "zero
coupon" bonds. See "GENERAL TRUST INFORMATION--ORIGINAL ISSUE DISCOUNT BONDS AND
STRIPPED OBLIGATIONS" for a discussion of the characteristics of such
obligations and of the risks associated therewith.
Approximately 30% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from services provided by hospitals or other health care facilities.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds between December 30,
1993 and January 4, 1994. The following summarizes certain information about the
Bonds as of the business day prior to the Date of Deposit:
<TABLE>
<CAPTION>
Difference between Trustee's
Determination of Offering Price and
Cost to Profit (or loss) Annual Interest Bid Price the Bid Price
Sponsor to Sponsor Income to Trust of Bonds (as % of principal amount)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$3,420,208 $11,066 $176,863 $3,414,880 .47%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on a negotiated or competitive bid
basis as principal with the motive of marketing such bonds to investors at a
profit. The Sponsor did not participate as either the sole underwriter or as a
manager or member of a syndicate that acted as the original underwriter of any
of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the New Jersey Insured Trust, less estimated expenses, is estimated to accrue at
the rate of $.01369 per Unit per
42
<PAGE>
day under the semi-annual plan of distribution, $.01364 per Unit per day under
the quarterly plan of distribution and $.01355 per Unit per day under the
monthly plan of distribution. It is anticipated that the amount of interest to
be distributed per Unit in each year under each plan of distribution will
initially be substantially equal to the Estimated Net Annual Interest Income per
Unit for that plan.
Details of interest distributions per Unit of the New Jersey Insured Trust
under the various plans appear in the following table based upon estimated Net
Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
Normal
Distributions
New Jersey Insured Trust 1994 per Year
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------ --------------
Record Date*.......................... 4/1 5/1 8/1 11/1
Distribution Date..................... 4/15 5/15 8/15 11/15
- ----------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .4065(1) $ 4.8781
-------- $.4065 every month --------
Quarterly Distribution Plan........... $ .4065(1) $ .4091(2) $ 1.2275 $ 1.2275 $ 4.9101
Semi-Annual Distribution Plan......... $ .4065(1) $ .4107(3) $ 2.4645 $ 4.9291
- ----------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected.
(2) The second distribution under the quarterly distribution plan represents a 1-month distribution; subsequent quarterly
distributions will be regular 3-month distributions.
(3) The second distribution under the semi-annual distribution plan represents a 1-month distribution; subsequent semi-annual
distributions will be regular 6-month distributions.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold.
TAX STATUS--NEW JERSEY INSURED TRUST
For a discussion of the Federal tax status of income earned on New Jersey
Insured Trust Units, see Section 11.
The assets of the New Jersey Insured Trust will consist of interest-bearing
obligations issued by or on behalf of the State of New Jersey and counties,
municipalities, authorities and other political subdivisions thereof, and
certain territories of the United States, including Puerto Rico, Guam, the
Virgin Islands and the Northern Mariana Islands (the "New Jersey Bonds").
In the opinion of Pitney, Hardin, Kipp & Szuch, special counsel to the
Series for New Jersey tax matters, under existing law:
The New Jersey Insured Trust will be recognized as a Trust and not an
association taxable as a corporation. The New Jersey Insured Trust will not
be subject to the New Jersey Corporation Business Tax or the New Jersey
Corporation Income Tax.
With respect to the non-corporate Unitholders who are residents of New
Jersey, the income of the New Jersey Insured Trust will be treated as the
income of such Unitholders under the New Jersey Gross Income Tax. Interest
on the underlying New Jersey Bonds which is exempt from tax under the New
Jersey Gross Income Tax Law when received by the New Jersey Insured Trust
will retain its status as tax-exempt interest when distributed to the
Unitholders.
A non-corporate Unitholder will not be subject to the New Jersey Gross
Income Tax on any gain realized either when the New Jersey Insured Trust
disposes of a New Jersey Bond (whether by sale, exchange, redemption, or
payment at maturity) or when the
43
<PAGE>
Unitholder redeems or sells his Units. Any loss realized on such disposition
may not be utilized to offset gains realized by such Unitholder on the
disposition of assets the gain on which is subject to the New Jersey Gross
Income Tax.
Units of the New Jersey Insured Trust may be taxable on the death of a
Unitholder under the New Jersey Transfer Inheritance Tax Law or the New
Jersey Estate Tax Law.
If a Unitholder is a corporation subject to the New Jersey Corporation
Business Tax or New Jersey Corporation Income Tax, interest from the Bonds
in the New Jersey Insured Trust which is allocable to such corporation will
be includable in its entire net income for purposes of the New Jersey
Corporation Business Tax or New Jersey Corporation Income Tax, less any
interest expense incurred to carry such investment to the extent such
interest expense has not been deducted in computing Federal taxable income.
Net gains derived by such corporation on the disposition of the New Jersey
Bonds by the New Jersey Insured Trust or on the disposition of its Units
will be included in its entire net income for purposes of the New Jersey
Corporation Business Tax or New Jersey Corporation Income Tax.
ECONOMIC FACTORS--NEW JERSEY
As described above, the New Jersey Insured Trust consists of a portfolio of
New Jersey Bonds. The Trust is therefore susceptible to political, economic or
regulatory factors affecting issuers of the New Jersey Bonds. The following
information provides only a brief summary of some of the complex factors
affecting the financial situation in New Jersey (the "State") and is derived
from sources that are generally available to investors and is believed to be
accurate. It is based in part on information obtained from various State and
local agencies in New Jersey. No independent verification has been made of any
of the following information.
New Jersey is the ninth largest state in population and the fifth smallest
in land area. With an average of 1,050 people per square mile, it is the most
densely populated of all the states. The State's economic base is diversified,
consisting of a variety of manufacturing, construction and service industries,
supplemented by rural areas with selective commercial agriculture. Historically,
New Jersey's average per capita income has been well above the national average,
and in 1992 the State ranked second among the states in per capita personal
income ($26,457).
The New Jersey Economic Policy Council, a statutory arm of the New Jersey
Department of Commerce and Economic Development, has reported in NEW JERSEY
ECONOMIC INDICATORS, a monthly publication of the New Jersey Department of
Labor, Division of Labor Market and Demographic Research, that in 1988 and 1989
employment in New Jersey's manufacturing sector failed to benefit from the
export boom experienced by many Midwest states and the State's service sectors,
which had fueled the State's prosperity since 1982, lost momentum. In the
meantime, the prolonged fast growth in the State in the mid 1980s resulted in a
tight labor market situation, which has led to relatively high wages and housing
prices. This means that, while the incomes of New Jersey residents are
relatively high, the State's business sector has become more vulnerable to
competitive pressures.
The onset of the national recession (which officially began in July 1990
according to the National Bureau of Economic Research) caused an acceleration of
New Jersey's job losses in construction and manufacturing. In addition, the
national recession caused an employment downturn in such previously growing
sectors as wholesale trade, retail trade, finance, utilities and trucking and
warehousing. Reflecting the downturn, the rate of unemployment in
44
<PAGE>
the State rose from a low of 3.6% during the first quarter of 1989 to an
estimated 6.2% in November 1993, which is lower than the national average of
6.4% in November 1993. Economic recovery is likely to be slow and uneven in New
Jersey, with unemployment receding at a correspondingly slow pace, due to the
fact that some sectors may lag due to continued excess capacity. In addition,
employers even in rebounding sectors can be expected to remain cautious about
hiring until they become convinced that improved business will be sustained.
Also, certain firms will continue to merge or downsize to increase
profitability.
DEBT SERVICE. The primary method for State financing of capital projects is
through the sale of the general obligation bonds of the State. These bonds are
backed by the full faith and credit of the State tax revenues and certain other
fees are pledged to meet the principal and interest payments and if provided,
redemption premium payments, if any, required to repay the bonds. As of June 30,
1993, there was a total authorized bond indebtedness of approximately $8.98
billion, of which $3.6 billion was issued and outstanding, $4.0 billion was
retired (including bonds for which provision for payment has been made through
the sale and issuance of refunding bonds) and $1.38 billion was unissued. The
debt service obligation for such outstanding indebtedness is $119.9 million for
Fiscal Year 1994.
NEW JERSEY'S BUDGET AND APPROPRIATION SYSTEM. The State operates on a fiscal
year beginning July 1 and ending June 30. At the end of Fiscal Year 1989, there
was a surplus in the State's general fund (the fund into which all State
revenues not otherwise restricted by statute are deposited and from which
appropriations are made) of $411.2 million. At the end of Fiscal Year 1990,
there was a surplus in the general fund of $1 million. At the end of Fiscal Year
1991, there was a surplus in the general fund of $1.4 million. New Jersey closed
its Fiscal Year 1992 with a surplus of $760.8 million. It is estimated that New
Jersey closed its Fiscal Year 1993 with a surplus of $361.3 million.
In order to provide additional revenues to balance future budgets, to
redistribute school aid and to contain real property taxes, on June 27, 1990,
and July 12, 1990, Governor Florio signed into law legislation which was
estimated to raise approximately $2.8 billion in additional taxes (consisting of
$1.5 billion in sales and use taxes and $1.3 billion in income taxes), the
biggest tax hike in New Jersey history. There can be no assurance that receipts
and collections of such taxes will meet such estimates.
The first part of the tax hike took effect on July 1, 1990, with the
increase in the State's sales and use tax rate from 6% to 7% and the elimination
of exemptions for certain products and services not previously subject to the
tax, such as telephone calls, paper products (which has since been reinstated),
soaps and detergents, janitorial services, alcoholic beverages and cigarettes.
At the time of enactment, it was projected that these taxes would raise
approximately $1.5 billion in additional revenue. Projections and estimates of
receipts from sales and use taxes, however, have been subject to variance in
recent fiscal years.
The second part of the tax hike took effect on January 1, 1991, in the form
of an increased state income tax on individuals. At the time of enactment, it
was projected that this increase would raise approximately $1.3 billion in
additional income taxes to fund a new school aid formula, a new homestead rebate
program and state assumption of welfare and social services costs. Projections
and estimates of receipts from income taxes, however, have also been subject to
variance in recent fiscal years. Under the legislation, income tax rates
increased from their previous range of 2% to 3.5% to a new range of 2% to 7%,
with the higher rates applying to married couples with incomes exceeding $70,000
who file joint returns, and to individuals filing single returns with incomes of
more than $35,000.
45
<PAGE>
The Florio administration has contended that the income tax package will
help reduce local property tax increases by providing more state aid to
municipalities. Under the income tax legislation the State will assume
approximately $289 million in social services costs that previously were paid by
counties and municipalities and funded by property taxes. In addition, under the
new formula for funding school aid, an extra $1.1 billion is proposed to be sent
by the State to school districts beginning in 1991, thus reducing the need for
property tax increases to support education programs.
Effective July 1, 1992, the State's sales and use tax rate decreased from 7%
to 6%.
On June 29, 1993 Governor Florio signed the New Jersey Legislature's $15.9
billion budget for Fiscal Year 1994. The balanced budget does not rely on any
new taxes, college tuition increases or any commuter fare increases, while
providing a surplus of more than $400 million. Whether the State can achieve a
balanced budget depends on its ability to enact and implement expenditure
reductions and to collect estimated tax revenues.
LITIGATION. The State is a party in numerous legal proceedings pertaining to
matters incidental to the performance of routine governmental operations. Such
litigation includes, but is not limited to, claims asserted against the State
arising from alleged torts, alleged breaches of contracts, condemnation
proceedings and other alleged violations of State and Federal laws. Included in
the State's outstanding litigation are cases challenging the following: the
formula relating to State aid to public schools, the method by which the State
shares with its counties maintenance recoveries and costs for residents in State
institutions, unreasonably low Medicaid payment rates for long-term facilities
in New Jersey, the obligation of counties to maintain Medicaid or Medicare
eligible residents of institutions and facilities for the developmentally
disabled, taxes paid into the Spill Compensation Fund (a fund established to
provide money for use by the State to remediate hazardous waste sites and to
compensate other persons for damages incurred as a result of hazardous waste
discharge) based on Federal preemption, various provisions, and the
constitutionality, of the Fair Automobile Insurance Reform Act of 1990, the
State's method of funding the judicial system, certain provisions of New
Jersey's hospital rate-setting system, the adequacy of Medicaid reimbursement
for services rendered by doctors and dentists to Medicaid eligible children, the
Commissioner of Health's calculation of the hospital assessment required by the
Health Care Cost Reduction Act of 1991, refusal of the State to share with
Camden County federal funding the State recently received for disproportionate
share hospital payments made to county psychiatric facilities, and recently
enacted legislation calling for a revaluation of several New Jersey public
employee pension funds in order to provide additional revenues for the State's
general fund. Adverse judgments in these and other matters could have the
potential for either a significant loss of revenue or a significant
unanticipated expenditure by the State.
At any given time, there are various numbers of claims and cases pending
against the State, State agencies and employees seeking recovery of monetary
damages that are primarily paid out of the fund created pursuant to the New
Jersey Tort Claims Act. In addition, at any given time, there are various
numbers of contract claims against the State and State agencies seeking recovery
of monetary damages. The State is unable to estimate its exposure for these
claims.
DEBT RATINGS. For many years prior to 1991, both Moody's Investors Service,
Inc. and Standard and Poor's Corporation had rated New Jersey general obligation
bonds Aaa and "AAA," respectively. On July 3, 1991, however, Standard and Poor's
Corporation downgraded New Jersey general obligation bonds to "AA+." On June 4,
1992, Standard and Poor's
46
<PAGE>
Corporation placed New Jersey general obligation bonds on CreditWatch with
negative implications, citing as its principal reason for its caution the
unexpected denial by the Federal Government of New Jersey's request for $450
million in retroactive Medicaid payments for psychiatric hospitals. These funds
were critical to closing a $1 billion gap in the State's $15 billion budget for
fiscal year 1992 which ended on June 30, 1992. Under New Jersey state law, the
gap in the current budget must be closed before the new budget year begins on
July 1, 1992. Standard and Poor's Corporation suggested the State could close
fiscal 1992's budget gap and help fill fiscal 1993's hole by a reversion of $700
million of pension contributions to its general fund under a proposal to change
the way the State calculates its pension liability. On July 6, 1992, Standard
and Poor's Corporation reaffirmed its "AA+" rating for New Jersey general
obligation bonds and removed the debt from its Credit Watch list, although it
stated that New Jersey's long-term financial outlook was negative. Standard and
Poor's Corporation was concerned that the State was entering the 1993 fiscal
year that began July 1, 1992, with a slim $26 million surplus and remained
concerned about whether the sagging State economy would recover quickly enough
to meet lawmakers' revenue projections. It also remained concerned about the
recent federal ruling leaving in doubt how much the State was due in retroactive
Medicaid reimbursements and a ruling by a federal judge, now on appeal, of the
State's method for paying for uninsured hospital patients.
On August 24, 1992, Moody's Investors Service, Inc. downgraded New Jersey
general obligation bonds to "Aa1", stating that the reduction reflected a
developing pattern of reliance on nonrecurring measures to achieve budgetary
balance, four years of financial operations marked by revenue shortfalls and
operating deficits, and the likelihood that serious financial pressures would
persist.
Although New Jersey recently received $412 million in settlement of its $450
million dispute with the federal government for retroactive medicaid
reimbursements, neither Moody's Investors Service, Inc. nor Standard and Poor's
Corporation has revised its rating for New Jersey general obligation bonds.
NEW JERSEY TAXABLE ESTIMATED CURRENT RETURN TABLE
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under combined Federal and state taxes, using published 1994 marginal Federal
tax rates and marginal state tax rates currently available and scheduled to be
in effect. The tables incorporate increased tax rates for higher-income
taxpayers that were included in the Revenue Reconciliation Act of 1993. For
cases in which more than one state bracket falls within a Federal bracket, the
highest state bracket is combined with the Federal bracket. The combined state
and Federal tax brackets shown reflect the fact that state tax payments are
currently deductible for Federal tax purposes. The tables illustrate what you
would have to earn on taxable investments to equal the tax-exempt estimated
current return for your income tax bracket. A taxpayer's marginal tax rate is
affected by both his taxable income and his adjusted gross income. Locate your
adjusted gross and your taxable income (which is your adjusted gross income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint or single tax filing. Read across to the equivalent taxable estimated
current return you would need to match the tax-free income.
47
<PAGE>
COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 38.0 $ 0-111.8 17.0 % 5.12 5.42 5.72 6.02 6.33 6.63 6.93 7.23
38.0- 91.9 0-111.8 32.5 6.30 6.67 7.04 7.41 7.78 8.15 8.52 8.89
111.8-167.7 33.5 6.39 6.77 7.14 7.52 7.89 8.27 8.65 9.02
91.9-140.0 0-111.8 35.5 6.59 6.98 7.36 7.75 8.14 8.53 8.91 9.30
111.8-167.7 36.5 6.69 7.09 7.48 7.87 8.27 8.66 9.06 9.45
167.7-290.2 38.5 6.91 7.32 7.72 8.13 8.54 8.94 9.35 9.76
140.0-250.0 111.8-167.7 41.5 7.26 7.69 8.12 8.55 8.97 9.40 9.83 10.26
167.7-290.2 44.0 7.59 8.04 8.48 8.93 9.38 9.82 10.27 10.71
Over 290.2 41.5 2 7.26 7.69 8.12 8.55 8.97 9.40 9.83 10.26
Over 250.0 167.7-290.2 48.0 8.17 8.65 9.13 9.62 10.10 10.58 11.06 11.54
Over 290.2 45.0 3 7.73 8.18 8.64 9.09 9.55 10.00 10.45 10.91
</TABLE>
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 22.8 $ 0-111.8 17.0 % 5.12 5.42 5.72 6.02 6.33 6.63 6.93 7.23
22.8- 55.1 0-111.8 32.5 6.30 6.67 7.04 7.41 7.78 8.15 8.52 8.89
55.1-115.0 0-111.8 36.0 6.64 7.03 7.42 7.81 8.20 8.59 8.98 9.38
111.8-234.3 37.5 6.80 7.20 7.60 8.00 8.40 8.80 9.20 9.60
115.0-250.0 111.8-234.3 42.0 7.33 7.76 8.19 8.62 9.05 9.48 9.91 10.34
Over 234.3 41.5 2 7.26 7.69 8.12 8.55 8.97 9.40 9.83 10.26
Over 250.0 Over 234.3 45.0 3 7.73 8.18 8.64 9.09 9.55 10.00 10.45 10.91
<FN>
- ------------------
1 The table reflects the effect of the limitations on itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for taxpayers filing a single return entitled to only one personal
exemption. These limitations are subject to certain maximums, which depend on the number of exemptions claimed and the total
amount of the taxpayer's itemized deductions. For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
48
<PAGE>
Nuveen Tax-Exempt Unit Trust
Schedule of Investments at Date of Deposit
January 6, 1994
NEW JERSEY INSURED TRUST 171
(Series 711)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
$ 525,000 New Jersey Health Care Facilities, Financing 2003 at 102 AAA Aaa $ 522,375
Authority Revenue Bonds, Allegany Health
System-Our Lady of Lourdes Medical Center
Issue, Series 1993, 5.20% Due 7/1/18.
525,000 New Jersey Health Care Facilities Financing 2004 at 102 AAA Aaa 519,419
Authority, Revenue Bonds, Shore Memorial
Health Care System Obligated Group Issue,
Series 1993, 5.00% Due 7/1/09.
525,000 The Port Authority of New York and New Jersey, 2003 at 101 AAA Aaa 527,242
Consolidated Bonds, Eighty-Seventh Series,
5.25% Due 7/15/18.
250,000 Cape May County (New Jersey) Municipal 2003 at 102 AAA Aaa 262,463
Utilities Authority, Sewer Revenue Refunding
Bonds, Series 1992-A, 5.75% Due 1/1/16.
525,000 The Essex County Improvement Authority (New 2003 at 102 AAA Aaa 538,818
Jersey), County General Obligation Lease
Revenue Refunding Bonds, Series 1993, 5.50%
Due 12/1/20.
180,000 Township of Parsippany-Troy Hills, In the No Optional Call AAA Aaa 84,190
County of Morris, New Jersey, General
Obligation Refunding Bonds, Series 1992,
0.00% Due 4/1/09. (Original issue discount
bonds delivered on or about June 2, 1992 at a
price of 32.983% of principal amount.)
525,000 The Pollution Control Financing Authority of 2003 at 102 AAA Aaa 531,767
Salem County (New Jersey), Pollution Control
Revenue Refunding Bonds, 1993 Series C
(Public Service Electric and Gas Company
Project), 5.55% Due 11/1/33.
445,000 Commonwealth of Puerto Rico, Public Improvement 2003 at 101 1/2 AAA Aaa 445,000
Refunding Bonds, Series 1993 (General
Obligation Bonds.), 5.25% Due 7/1/18.
(Original issue discount bonds delivered on
or about July 15, 1993 at a price of 93.414%
of principal amount.)
- ----------- ---------------
$ 3,500,000 $ 3,431,274
- ----------- ---------------
- ----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 59.
49
<PAGE>
PENNSYLVANIA INSURED TRUST 175
The Portfolio of Pennsylvania Insured Trust 175 consists of 7 obligations
issued by entities located in Pennsylvania and one obligation issued by an
entity located in the Territory of Puerto Rico. Three Bonds in the Trust are
general obligations of the governmental entities issuing them and are backed by
the taxing powers thereof. Five Bonds in the Trust are payable as to principal
and interest from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. The sources of payment for these
bonds are divided as follows: Dedicated-Tax Supported Revenue, 1; Bridge and
Toll Road Revenue, 1; College and University Revenue, 1; Transportation Facility
Revenue, 1; Water and/or Sewer Revenue, 1. All of the Bonds in the Trust, as
insured, are rated AAA by Standard & Poor's Corporation and Aaa by Moody's
Investors Service, Inc.
At the Date of Deposit, the average maturity of the Bonds in the
Pennsylvania Insured Trust is 24.1 years. The average maturity of the Bonds in a
Trust is calculated based upon the stated maturities of the Bonds in such Trust
(or, with respect to Bonds for which funds or securities have been placed in
escrow to redeem such Bonds on a stated call date, based upon such call date).
The average maturity of the Bonds in a Trust may increase or decrease from time
to time as Bonds mature or are called or sold.
Approximately 45.7% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 44.2% of the aggregate offering price of the
Bonds) are original issue discount obligations. Certain of these original issue
discount obligations, amounting to 2.9% of the aggregate principal amount and
.9% of the aggregate offering price of the Bonds in the Trust, are "zero coupon"
bonds. See "GENERAL TRUST INFORMATION--ORIGINAL ISSUE DISCOUNT BONDS AND
STRIPPED OBLIGATIONS" for a discussion of the characteristics of such
obligations and of the risks associated therewith.
For a discussion of the risks associated with investments in the bonds of
various issuers, see "General Trust Information" in this section.
The Sponsor entered into contracts to acquire the Bonds between December 30,
1993 and January 4, 1994. The following summarizes certain information about the
Bonds as of the business day prior to the Date of Deposit:
<TABLE>
<CAPTION>
Difference between Trustee's
Determination of Offering Price and
Cost to Profit (or loss) Annual Interest Bid Price the Bid Price
Sponsor to Sponsor Income to Trust of Bonds (as % of principal amount)
---------- ----------------- ---------------- ---------- -----------------------------------
<S> <C> <C> <C> <C>
$3,406,413 $1,138 $182,550 $3,390,301 .49%
</TABLE>
Neither cost to Sponsor nor profit (or loss) to Sponsor reflects
underwriting profits or losses received or incurred by the Sponsor through its
participation in underwriting syndicates. An underwriter or underwriting
syndicate purchases bonds from the issuer on a negotiated or competitive bid
basis as principal with the motive of marketing such bonds to investors at a
profit. The Sponsor did not participate as either the sole underwriter or as a
manager or member of a syndicate that acted as the original underwriter of any
of the Bonds.
Unitholders may elect to have interest distributions made on a monthly,
quarterly or semi-annual basis. The interest on the Bonds initially deposited in
the Pennsylvania Insured Trust, less estimated expenses, is estimated to accrue
at the rate of $.01412 per Unit per day under the semi-annual plan of
distribution, $.01407 per Unit per day under the quarterly plan of distribution
and $.01398 per Unit per day under the monthly plan of
50
<PAGE>
distribution. It is anticipated that the amount of interest to be distributed
per Unit in each year under each plan of distribution will initially be
substantially equal to the Estimated Net Annual Interest Income per Unit for
that plan.
Details of interest distributions per Unit of the Pennsylvania Insured Trust
under the various plans appear in the following table based upon estimated Net
Annual Interest Income at the Date of Deposit:
<TABLE>
<CAPTION>
Normal
Distributions
Pennsylvania Insured Trust 1994 per Year
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------ --------------
Record Date*.......................... 4/1 5/1 8/1 11/1
Distribution Date..................... 4/15 5/15 8/15 11/15
- ----------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .4200(1) $ 5.0406
-------- $.4200 every month --------
Quarterly Distribution Plan........... $ .4200(1) $ .4227(2) $ 1.2681 $ 1.2681 $ 5.0726
Semi-Annual Distribution Plan......... $ .4200(1) $ .4243(3) $ 2.5458 $ 5.0916
- ----------------------------------------------------------------------------------------------------------------
<FN>
* Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
August 1 and November 1. Record Dates for monthly distributions are the first day of each month.
(1) The first distribution will be paid to all Unitholders, regardless of the distribution plan selected.
(2) The second distribution under the quarterly distribution plan represents a 1-month distribution; subsequent quarterly
distributions will be regular 3-month distributions.
(3) The second distribution under the semi-annual distribution plan represents a 1-month distribution; subsequent semi-annual
distributions will be regular 6-month distributions.
</TABLE>
The accrual amounts set forth above, and in turn the amount of interest to
be distributed annually per Unit, will generally change as Bonds are redeemed,
mature or are sold.
TAX STATUS--PENNSYLVANIA INSURED TRUST
For a discussion of the Federal tax status of income earned on Pennsylvania
Insured Trust Units, see Section 11.
In the opinion of Dechert Price & Rhoads, special Pennsylvania counsel to
the Series, under existing law:
Units evidencing fractional undivided interests in the Pennsylvania
Insured Trust are not subject to any of the personal property taxes
presently in effect in Pennsylvania to the extent of that proportion of the
Trust represented by Bonds issued by the Commonwealth of Pennsylvania, its
agencies and instrumentalities, or by any county, city, borough, town,
township, school district, municipality and local housing or parking
authority in the Commonwealth of Pennsylvania or issued by Puerto Rico, the
Virgin Islands, Guam or the Northern Mariana Islands ("Pennsylvania Bonds").
The taxes referred to above include the County Personal Property Tax, the
additional personal property taxes imposed on Pittsburgh residents by the
School District of Pittsburgh and by the City of Pittsburgh. Pennsylvania
Insured Trust Units may be taxable under the Pennsylvania inheritance and
estate taxes.
The proportion of interest income representing interest income from
Pennsylvania Bonds distributed to Unitholders of the Pennsylvania Insured
Trust is not taxable under the Pennsylvania Personal Income Tax or under the
Corporate Net Income Tax imposed on corporations by Article IV of the Tax
Reform Code. Nor will such interest be taxable under the Philadelphia School
District Investment Income Tax imposed on Philadelphia resident individuals.
The disposition by the Pennsylvania Insured Trust of a Pennsylvania Bond
(whether by sale, exchange, redemption or payment at maturity) will not
constitute a taxable
51
<PAGE>
event to a Unitholder under the Pennsylvania Personal Income Tax if the
Pennsylvania Bond was issued prior to February 1, 1994. Further, although
there is no published authority on the subject, counsel is of the opinion
that (i) a Unitholder of the Pennsylvania Insured Trust will not have a
taxable event under the Pennsylvania state and local income taxes referred
to in the preceding paragraph (other than the Corporate Net Income Tax) upon
the redemption or sale of his Unit to the extent that the Pennsylvania
Insured Trust is then comprised of Pennsylvania Bonds issued prior to
February 1, 1994 and (ii) the dispositions by the Pennsylvania Insured Trust
of a Pennsylvania Bond (whether by sale, exchange, redemption or payment at
maturity) will not constitute a taxable event to a Unitholder under the
Corporate Net Income Tax or the Philadelphia School District Investment
Income Tax if the Pennsylvania Bond was issued prior to February 1, 1994.
(The School District tax has no application to gain on the disposition of
property held by the taxpayer for more than six months.)
Gains on the sale, exchange, redemption, or payment at maturity of a
Pennsylvania Bond issued on or after February 1, 1994, will be taxable under
all of these taxes, as will gains on the redemption or sale of a unit to the
extent that the Trust is comprised of Pennsylvania Bonds issued on or after
February 1, 1994.
ECONOMIC FACTORS--PENNSYLVANIA
RISK FACTORS--Prospective investors should consider the financial
difficulties and pressures which the Commonwealth of Pennsylvania and certain of
its municipal subdivisions have undergone. Both the Commonwealth and the City of
Philadelphia are experiencing significant revenue shortfalls. There can be no
assurance that the Commonwealth will not experience a further decline in
economic conditions or that portions of the municipal obligations purchased by
the Fund will not be affected by such a decline. Without intending to be
complete, the following briefly summarizes some of these difficulties and the
current financial situation, as well as some of the complex factors affecting
the financial situation in the Commonwealth. It is derived from sources that are
generally available to investors and is based in part on information obtained
from various agencies in the Commonwealth. No independent verification has been
made of the following information.
STATE ECONOMY--Pennsylvania has been historically identified as a heavy
industry state although that reputation has changed recently as the industrial
composition of the Commonwealth diversified when the coal, steel and railroad
industries began to decline. The major new sources of growth in the Commonwealth
are in the service sector, including trade, medical and health services,
education and financial institutions. The Commonwealth's agricultural industries
are also an important component of its economic structure, accounting for more
than $3.6 billion in crop and livestock products annually while agribusiness and
food related industries support $38 billion in economic activity annually.
Non-agricultural employment within the Commonwealth has increased steadily
from 1984 to its 1992 level of 81.3 percent of total employment. The growth in
employment experienced in the Commonwealth is comparable to the nationwide
growth in employment which has occurred during this period. In 1992,
manufacturing employment represented 18.7 percent of all non-agricultural
employment in the Commonwealth while the services sector accounted for 29.3
percent and the trade sector accounted for 22.7 percent.
The Commonwealth is currently facing a slowdown in its economy. Moreover,
economic strengths and weaknesses vary in different parts of the Commonwealth.
In general, heavy
52
<PAGE>
industry and manufacturing have been facing increasing competition from foreign
producers. During 1992, the annual average unemployment rate in the Commonwealth
was 7.5 percent compared to 7.4 percent for the United States. For November 1993
the unadjusted unemployment rate was 6.7 percent in the Commonwealth and 6.1
percent in the United States, while the seasonally adjusted unemployment rate
for the Commonwealth was 7.2 percent and for the United States was 6.4 percent.
STATE BUDGET--The Commonwealth operates under an annual budget which is
formulated and submitted for legislative approval by the Governor each February.
The Pennsylvania Constitution requires that the Governor's budget proposal
consist of three parts: (i) a balanced operating budget setting forth proposed
expenditures and estimated revenues from all sources and, if estimated revenues
and available surplus are less than proposed expenditures, recommending specific
additional sources of revenue sufficient to pay the deficiency; (ii) a capital
budget setting forth proposed expenditures to be financed from the proceeds of
obligations of the Commonwealth or its agencies or from operating funds; and
(iii) a financial plan for not less than the succeeding five fiscal years, which
includes for each year projected operating expenditures and estimated revenues
and projected expenditures for capital projects. The General Assembly may add,
change or delete any items in the budget prepared by the Governor, but the
Governor retains veto power over the individual appropriations passed by the
legislature. The Commonwealth's fiscal year begins on July 1 and ends on June
30.
All funds received by the Commonwealth are subject to appropriation in
specific amounts by the General Assembly or by executive authorization by the
Governor. Total appropriations enacted by the General Assembly may not exceed
the ensuing year's estimated revenues, plus (less) the unappropriated fund
balance (deficit) of the preceding year, except for constitutionally authorized
debt service payments. Appropriations from the principal operating funds of the
Commonwealth (the General Fund, the Motor License Fund and the State Lottery
Fund) are generally made for one fiscal year and are returned to the
unappropriated surplus of the fund if not spent or encumbered by the end of the
fiscal year. The Constitution specifies that a surplus of operating funds at the
end of a fiscal year must be appropriated for the ensuing year.
Pennsylvania uses the "fund" method of accounting for receipts and
disbursements. For purposes of government accounting, a "fund" is an independent
fiscal and accounting entity with a self-balancing set of accounts, recording
cash and/or other resources together with all related liabilities and equities.
In the Commonwealth, over 120 funds have been established by legislative
enactment or in certain cases by administrative action for the purpose of
recording the receipts and disbursement of moneys received by the Commonwealth.
Annual budgets are adopted each fiscal year for the principal operating funds of
the Commonwealth and several other special revenue funds. Expenditures and
encumbrances against these funds may only be made pursuant to appropriation
measures enacted by the General Assembly and approved by the Governor. The
General Fund, the Commonwealth's largest fund, receives all tax revenues,
non-tax revenues and federal grants and entitlements that are not specified by
law to be deposited elsewhere. The majority of the Commonwealth's operating and
administrative expenses are payable from the General Fund. Debt service on all
bond indebtedness of the Commonwealth, except that issued for highway purposes
or for the benefit of other special revenue funds, is payable from the General
Fund.
Financial information for the principal operating funds of the Commonwealth
are maintained on a budgetary basis of accounting, which is used for the purpose
of insuring compliance with the enacted operating budget. The Commonwealth also
prepares annual financial
53
<PAGE>
statements in accordance with generally accepted accounting principles ("GAAP").
Budgetary basis financial reports are based on a modified cash basis of
accounting as opposed to a modified accrual basis of accounting prescribed by
GAAP. Financial information is adjusted at fiscal year-end to reflect
appropriate accruals for financial reporting in conformity with GAAP.
RECENT FINANCIAL RESULTS--At the end of fiscal 1990 and fiscal 1991, the
unreserved -undesignated fund balance was a negative $205.8 million and a
negative $1,189.2 million, respectively, a drop of $579.6 million and $983.4
million, respectively, from the year-earlier amounts. The decline in the fiscal
1990 unreserved-undesignated fund balance for government fund types was largely
the result of a $718.2 million operating deficit in the General Fund which
caused the total fund balance of the General Fund to fall to a negative $119.8
million at June 30, 1990. The decline in the fiscal 1991 unreserved-undesignated
fund balance was principally the result of operating deficits of $1,076.6
million and $66.2 million, respectively, in the General Fund and the State
Lottery Fund.
Rising demands on state programs caused by the economic recession,
particularly for medical assistance and cash assistance programs, and the
increased costs of special education programs and correction facilities and
programs, contributed to increased expenditures in fiscal 1991, while tax
revenues for the 1991 fiscal year were severely affected by the economic
recession. Total corporation tax receipts and sales and use tax receipts during
fiscal 1991 were, respectively, 7.3 percent and 0.9 percent below amounts
collected during fiscal 1990. Personal income tax receipts also were affected by
the recession but not to the extent of the other major General Fund taxes,
increasing only 2.0 percent over fiscal 1990 collections.
The Commonwealth experienced a $454 million general fund deficit as of the
end of its 1991 fiscal year. The deficit reflected below-estimate economic
activity and growth rates of economic indicators and total tax revenue
shortfalls of $817 million (4.1 percent) below those assumed in the enacted
budget. Economic conditions also affected expenditure trends during the 1991
fiscal year, with expenditures for medical assistance costs and other human
service programs running $512 million above estimates assumed in the 1991
budget. In January 1991, the Commonwealth initiated a number of cost-saving
measures, including the firing of 2,000 state employees, deferral of paychecks
and reduction of funds to state universities, which resulted in approximately
$871 million cost savings.
Total general fund revenues for fiscal 1992 were $14,516.8 million, which is
approximately 22 percent higher than fiscal 1991 revenues of $11,877.3 million
due in large part to tax increases. The increased revenues funded substantial
increases in education, social services and corrections programs. As a result of
the tax increases and certain appropriation lapses, fiscal 1992 ended with an
$8.8 million surplus after having started the year with an unappropriated
balance deficit of $453.6 million.
FISCAL 1993 BUDGET.--On June 30, 1992, the Pennsylvania legislature
presented the Governor with a $14.126 billion general fund budget for the 1993
fiscal year, which began on July 1, 1992. Before signing the budget, the
Governor deleted approximately $73 million in certain state expenditures such as
aid to county courts and district justices. As a result, the budget for the 1993
fiscal year was approximately $14.046 billion, which is approximately $105
million more than the fiscal 1992 budget. On February 9, 1993, the Governor
announced that he anticipated that the 1993 budget would be in balance at the
end of the fiscal year.
54
<PAGE>
FISCAL 1994 BUDGET--On May 28, 1993, the Governor signed a $14.9 billion
general fund budget, an increase of approximately five percent from the fiscal
1993 budget. A substantial amount of the increase is targeted for medical
assistance programs and prisons.
DEBT LIMITS AND OUTSTANDING DEBT--The Pennsylvania Constitution permits the
issuance of the following types of debt: (i) debt to suppress insurrection or
rehabilitate areas affected by disaster; (ii) electorate approved debt; (iii)
debt for capital projects subject to an aggregate outstanding debt limit of 1.75
times the annual average tax revenues of the preceding five fiscal years; and
(iv) tax anticipation notes payable in the fiscal year of issuance.
Under the Pennsylvania Fiscal Code, the Auditor General is required annually
to certify to the Governor and the General Assembly certain information
regarding the Commonwealth's indebtedness. According to the most recent Auditor
General certificate, the average annual tax revenues deposited in all funds in
the five fiscal years ended June 30, 1993 was $14.5 billion, and therefore, the
net debt limitation for the 1994 fiscal year is $27.1 billion. Outstanding net
debt totaled $4.0 billion at June 30, 1993, a decrease of $42.2 million from
June 30, 1992. At September 1, 1993, the amount of debt authorized by law to be
issued, but not yet incurred was $15.1 billion.
DEBT RATINGS--All outstanding general obligation bonds of the Commonwealth
are rated AA- by S&P and A1 by Moody's.
CITY OF PHILADELPHIA--The City of Philadelphia experienced a series of
general fund deficits for fiscal years 1988 through 1992 which have culminated
in the City's present serious financial difficulties. In its 1992 Comprehensive
Annual Financial Report, Philadelphia reported a cumulative general fund deficit
of $71.4 million for fiscal year 1992.
In June 1991, the Pennsylvania legislature established the Pennsylvania
Intergovernmental Cooperation Authority ("PICA"), a five-member board which will
oversee the fiscal affairs of the City of Philadelphia. The Legislation empowers
PICA to issue notes and bonds on behalf of Philadelphia, and also authorizes
Philadelphia to levy a one-percent sales tax the proceeds of which would be used
to pay off the bonds. In return for PICA's fiscal assistance, Philadelphia was
required, among other things, to establish a five-year financial plan that
includes balanced annual budgets. Under the legislation, if Philadelphia does
not comply, PICA may withhold bond revenues and certain state funding.
In May 1992, the city counsel of Philadelphia approved the Mayor's five-year
plan and adopted a fiscal 1993 budget. On June 5, 1992, PICA sold approximately
$480 million in bonds at yields ranging from 5.25 percent to 6.88 percent. The
proceeds of the bonds will be used to cover shortfalls accumulated over the last
four fiscal years, projected deficits for fiscal year 1992 and fiscal year 1993,
construction projects and other capital expenditures. In accordance with the
enabling legislation, PICA has been guaranteed a percentage of the wage tax
revenue expected to be collected from Philadelphia residents to permit repayment
of the bonds. In connection with PICA's issuance of the bonds, S&P raised the
rating on Philadelphia's general obligation bonds to "BB." Moody's rating is
currently "Ba."
In January 1993, Philadelphia anticipated a cumulative general fund budget
deficit of $57 million for the 1993 fiscal year. In response to the anticipated
deficit, the Mayor unveiled a financial plan eliminating the budget deficit for
the 1993 budget year through significant service cuts that included a plan to
privatize certain city provided services. Philadelphia currently anticipates a
balanced general fund budget for the 1993 fiscal year due to an upsurge in tax
receipts, cost-cutting and privatization of city provided services and
additional PICA borrowings.
55
<PAGE>
LITIGATION--The Commonwealth is a party to numerous lawsuits in which an
adverse final decision could materially affect the Commonwealth's governmental
operations and consequently its ability to pay debt service on its obligations.
The Commonwealth also faces tort claims made possible by the limited waiver of
sovereign immunity effected by Act 152, approved September 28, 1978.
PENNSYLVANIA TAXABLE ESTIMATED CURRENT RETURN TABLE
The following tables show the approximate taxable estimated current returns
for individuals that are equivalent to tax-exempt estimated current returns
under combined Federal and state taxes, using published 1994 marginal Federal
tax rates and marginal state tax rates currently available and scheduled to be
in effect. The tables incorporate increased tax rates for higher-income
taxpayers that were included in the Revenue Reconciliation Act of 1993. For
cases in which more than one state bracket falls within a Federal bracket, the
highest state bracket is combined with the Federal bracket. The combined state
and Federal tax brackets shown reflect the fact that state tax payments are
currently deductible for Federal tax purposes. The tables illustrate what you
would have to earn on taxable investments to equal the tax-exempt estimated
current return for your income tax bracket. A taxpayer's marginal tax rate is
affected by both his taxable income and his adjusted gross income. Locate your
adjusted gross and your taxable income (which is your adjusted gross income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint or single tax filing. Read across to the equivalent taxable estimated
current return you would need to match the tax-free income.
56
<PAGE>
COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State* and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 38.0 $ 0-111.8 17.5 % 5.15 5.45 5.76 6.06 6.36 6.67 6.97 7.27
38.0- 91.9 0-111.8 30.0 6.07 6.43 6.79 7.14 7.50 7.86 8.21 8.57
111.8-167.7 31.0 6.16 6.52 6.88 7.25 7.61 7.97 8.33 8.70
91.9-140.0 0-111.8 33.0 6.34 6.72 7.09 7.46 7.84 8.21 8.58 8.96
111.8-167.7 34.0 6.44 6.82 7.20 7.58 7.95 8.33 8.71 9.09
167.7-290.2 36.0 6.64 7.03 7.42 7.81 8.20 8.59 8.98 9.38
140.0-250.0 111.8-167.7 39.0 6.97 7.38 7.79 8.20 8.61 9.02 9.43 9.84
167.7-290.2 41.5 7.26 7.69 8.12 8.55 8.97 9.40 9.83 10.26
Over 290.2 39.0 2 6.97 7.38 7.79 8.20 8.61 9.02 9.43 9.84
Over 250.0 167.7-290.2 45.5 7.80 8.26 8.72 9.17 9.63 10.09 10.55 11.01
Over 290.2 42.5 3 7.39 7.83 8.26 8.70 9.13 9.57 10.00 10.43
</TABLE>
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Federal
Federal Adjusted Combined
Taxable Gross State* and Tax-Exempt Estimated Current Return
Income Income Federal --------------------------------------------------------------
(1,000's) (1,000's) Tax Rate1 4.25% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 22.8 $ 0-111.8 17.5 5.15 5.45 5.76 6.06 6.36 6.67 6.97 7.27
22.8- 55.1 0-111.8 30.0 6.07 6.43 6.79 7.14 7.50 7.86 8.21 8.57
55.1-115.0 0-111.8 33.0 6.34 6.72 7.09 7.46 7.84 8.21 8.58 8.96
111.8-234.3 34.5 6.49 6.87 7.25 7.63 8.02 8.40 8.78 9.16
115.0-250.0 111.8-234.3 39.5 7.02 7.44 7.85 8.26 8.68 9.09 9.50 9.92
Over 234.3 39.0 2 6.97 7.38 7.79 8.20 8.61 9.02 9.43 9.84
Over 250.0 Over 234.3 42.5 3 7.39 7.83 8.26 8.70 9.13 9.57 10.00 10.43
<FN>
- ------------------
1 The table reflects the effect of the limitations on itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0 percent for taxpayers filing a joint return and entitled to
four personal exemptions and to approximately 41.0 percent for taxpayers filing a single return entitled to only one personal
exemption. These limitations are subject to certain maximums, which depend on the number of exemptions claimed and the total
amount of the taxpayer's itemized deductions. For example, the limitation on itemized deductions will not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
A comparison of tax-free and equivalent taxable estimated current returns
with the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trust and returns over specified periods on other similar Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds, bank
CD's and money market accounts or money market funds, each of which has
investment characteristics that may differ from those of the Trust. U.S.
Government bonds, for example, are backed by the full faith and credit of the
U.S. Government and bank CD's and money market accounts are insured by an agency
of the federal government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the condition
of the short-term debt market. The investment characteristics of the Trust are
described more fully elsewhere in this Prospectus.
57
<PAGE>
Nuveen Tax-Exempt Unit Trust
Schedule of Investments at Date of Deposit
January 6, 1994
PENNSYLVANIA INSURED TRUST 175
(Series 711)
<TABLE>
<CAPTION>
Ratings(3) Trustee's
Optional --------------------- Determination
Aggregate Name of Issuer and Title of Issue Represented Redemption Standard of Offering
Principal by Sponsor's Contracts to Purchase Bonds(1) Provisions(2) & Poor's Moody's Price(4)
<C> <C> <S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
$ 500,000 Pennsylvania Higher Educational Facilities 2003 at 102 AAA Aaa $ 493,595
Authority (Commonwealth of Pennsylvania),
Revenue Bonds (Thomas Jefferson University),
1993 Series A, 5.30% Due 11/1/15.
500,000 Pennsylvania Intergovernmental Cooperation 2003 at 100 AAA Aaa 505,000
Authority, Special Tax Revenue Bonds (City of
Philadelphia Funding Program), Series of
1993, 5.60% Due 6/15/15.
525,000 Pennsylvania Turnpike Commission, Pennsylvania 2002 at 102 AAA Aaa 528,938
Turnpike Revenue Bonds, Series O of 1992,
5.50% Due 12/1/17. (Original issue discount
bonds delivered on or about September 3, 1992
at a price of 92.747% of principal amount.)
400,000 * Blairsville-Saltsburg School District (Indiana 2003 at 100 AAA Aaa 401,424
and Westmoreland Counties, Pennsylvania),
General Obligation Bonds, Refunding Series of
1993, 5.45% Due 5/15/16. (When issued.)
500,000 Lehigh-Northampton Airport Authority 2004 at 102 AAA Aaa 502,170
(Pennsylvania), Airport Revenue Bonds, Series
1993B (Allentown-Bethlehem-Easton
International Airport), 5.50% Due 1/1/23.
525,000 City of Philadelphia, Pennsylvania, Water and 2003 at 100 AAA Aaa 496,115
Wastewater Revenue Bonds, Series 1993, 5.00%
Due 6/15/19. (Original issue discount bonds
delivered on or about August 26, 1993 at a
price of 89.845% of principal amount.)
100,000 County of Westmoreland, Commonwealth of No Optional Call AAA Aaa 30,309
Pennsylvania, General Obligation Refunding
Bonds, Series G of 1993, 0.00% Due 6/1/16.
(Original issue discount bonds delivered on
or about October 19, 1993 at a price of
28.051% of principal amount.)
450,000 Commonwealth of Puerto Rico, Public Improvement 2003 at 101 1/2 AAA Aaa 450,000
Refunding Bonds, Series 1993 (General
Obligation Bonds.), 5.25% Due 7/1/18.
(Original issue discount bonds delivered on
or about July 15, 1993 at a price of 93.414%
of principal amount.)
- ----------- ---------------
$ 3,500,000 $ 3,407,551
- ----------- ---------------
- ----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 59.
* These Bonds, or a portion thereof, have delivery dates beyond the normal
settlement date. Their expected delivery date is January 18, 1994. Contracts
relating to Bonds with delivery dates after the date of settlement for
purchase made on the Date of Deposit constitute approximately 11% of the
aggregate principal amount of the Trust. (See Section 4.)
58
<PAGE>
NOTES TO SCHEDULES OF INVESTMENTS
(1) Contracts, which are "when-issued" or "regular way" contracts or
contracts having delivery dates beyond the normal settlement date, have
been deposited with the Trustee on the Date of Deposit. The performance
of such contracts is secured by an irrevocable letter of credit, issued
by a major commercial bank, which has been deposited with the Trustee.
At the Date of Deposit, Bonds may have been delivered to the Sponsor
pursuant to certain of these contracts; the Sponsor has assigned to the
Trustee all of its right, title and interest in and to such Bonds.
(2) The Bonds are first subject to optional redemption in the years, and at
the prices, shown. Unless otherwise indicated, the Bonds, except for
Bonds issued at a substantial original issue discount, are redeemable at
declining prices (but not below par value) in subsequent years. Original
issue discount bonds, including zero coupon bonds, are generally
redeemable at prices based on the issue price plus the amount of
original issue discount accreted to redemption plus, if applicable, some
premium, the amount of which will decline in subsequent years. The Bonds
may also be subject to sinking fund redemption without premium prior to
the dates shown.
Certain Bonds may be subject to redemption without premium prior to the
date shown pursuant to special or mandatory call provisions; for
example, if bond proceeds are not able to be used as contemplated, the
project is condemned or sold, or the project is destroyed and insurance
proceeds are used to redeem the bonds. Single family mortgage revenue
bonds and housing authority bonds are most likely to be called subject
to such provisions, but other bonds may have similar call features. See
Section 4 and "General Trust Information" in this Section.
The Trustee's determination of the offering prices of Bonds in the Fund
may be greater or less than the amounts that may be received upon
redemption or maturity of such Bonds. Subject to rules concerning
amortization of bond premium and of original issue discount, gain or
loss realized by the Trustee on disposition of any Bonds will be
recognized as taxable capital gain or loss by Unitholders. (See Section
4.)
(3) See "Description of Ratings" herein. All the Bonds in the Insured
Trusts, as insured by the Insurer, are rated AAA by Standard & Poor's
Corporation and Aaa by Moody's Investors Service, Inc. (See Section 5.)
(4) As determined by Kenny S&P Evaluation Services on behalf of the Trustee
as of the close of business on the business day preceding the Date of
Deposit. The prices as determined by Kenny S&P Evaluation Services have
been rounded to the nearest dollar.
59
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND
UNITHOLDERS OF NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 711:
We have audited the accompanying statements of condition and the
related schedules of investments at date of deposit (included in the
prospectus herein) of Nuveen Tax-Exempt Unit Trust, Series 711
(comprising California Insured Trust 219, Florida Insured Trust 184,
Massachusetts Insured Trust 109, New Jersey Insured Trust 171 and
Pennsylvania Insured Trust 175), as of January 6, 1994. These
financial statements are the responsibility of the Sponsor. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements 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 (1) to the statements of
condition, by correspondence with the Trustee. An audit also includes
assessing the accounting principles used and significant estimates
made by the Sponsor, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the statements of condition and the related
schedules of investments at date of deposit referred to above present
fairly, in all material respects, the financial position of each of
the trusts constituting the Nuveen Tax-Exempt Unit Trust, Series 711
as of January 6, 1994, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN & CO.
Chicago, Illinois,
January 6, 1994.
60
<PAGE>
Statements of Condition
NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 711
(California Insured Trust 219, Florida Insured Trust 184, Massachusetts Insured
Trust 109, New Jersey Insured Trust 171 and Pennsylvania Insured Trust 175)
As of January 6, 1994
<TABLE>
<CAPTION>
California Florida Massachusetts
Insured Insured Insured
TRUST PROPERTY Trust 219 Trust 184 Trust 109
<S> <C> <C> <C>
--------------- --------------- ---------------
Sponsor's contracts to purchase
Tax-Exempt Bonds, backed by an
irrevocable letter of credit(1)(2)..... $ 3,389,887 $ 3,383,225 $ 3,476,503
Accrued interest to January 6, 1994 on
underlying Bonds(1)................... 33,130 27,143 28,488
--------------- --------------- ---------------
Total....................... $ 3,423,017 $ 3,410,368 $ 3,504,991
--------------- --------------- ---------------
--------------- --------------- ---------------
LIABILITY AND INTEREST OF UNITHOLDERS
Liability:
Accrued interest to January 6, 1994
on underlying Bonds(3)............ $ 33,130 $ 27,143 $ 28,488
--------------- --------------- ---------------
Interest of Unitholders:
Units of fractional undivided
interest outstanding (California
Insured Trust 219-- 35,000;
Florida Insured Trust 184--35,000;
Massachusetts Insured Trust
109--35,000)
Cost to investors(4).............. $ 3,564,534 $ 3,557,529 $ 3,655,612
Less: Gross underwriting
commission(5)................. (174,647) (174,304) (179,109)
--------------- --------------- ---------------
Net amount applicable to
investors......................... $ 3,389,887 $ 3,383,225 $ 3,476,503
--------------- --------------- ---------------
Total....................... $ 3,423,017 $ 3,410,368 $ 3,504,991
--------------- --------------- ---------------
--------------- --------------- ---------------
<FN>
(1) Represented by contracts to purchase Tax-Exempt Bonds which include "when issued" or "regular way" or "delayed delivery"
contracts for which an irrevocable letter of credit issued by a major commercial bank has been deposited with the Trustee.
The amount of such letter of credit and any cash deposited exceeds the amount necessary for the purchase of the Bonds plus
accrued interest to the Date of Deposit. At the Date of Deposit, Bonds may have been delivered to the Sponsor pursuant to
certain of these contracts; the Sponsor has assigned to the Trustee all of its rights, title and interest in and to such
Bonds.
(2) Aggregate value (at offering prices) as of the Date of Deposit of the Bonds listed under "Schedules of Investments" herein,
and their aggregate cost to the Trusts are the same. Such offering prices were determined by Kenny S&P Evaluation Services as
of the close of business on the business day prior to the Date of Deposit. (See Section 10.) Insurance coverage providing for
the timely payment, when due, of all principal of and interest on the Bonds in the Insured Trusts has been obtained by the
Sponsor or by the issuers of such Bonds. Such insurance does not guarantee the market value of the Bonds or the value of the
Units. Both the bid and the offering prices of the underlying Bonds and of the Units may include value attributable to such
policies of insurance.
(3) Representing, as set forth in Section 8, advancement by the Trustee of an amount equal to the accrued Bond interest as of the
Date of Deposit.
(4) Aggregate Public Offering Price (exclusive of accrued interest) computed as set forth under Section 6.
(5) The gross underwriting commission has been calculated on the assumption that the Units offered by this prospectus are sold in
single transactions involving less than $100,000 or 1,000 Units. At this level, the sales charge is 4.90% of the Public
Offering Price in the case of National and State Trusts, 4.25% thereof in the case of Long Intermediate Trusts, 3.90% in the
case of Intermediate Trusts, 3.00% in the case of Short Intermediate Trusts and 2.50% in the case of Short Term Trusts. In
single transactions involving 1,000 Units or more, the sales charge is reduced. (See Section 6.)
</TABLE>
61
<PAGE>
Statements of Condition
As of January 6, 1994
(Continued)
<TABLE>
<CAPTION>
New Jersey Pennsylvania
Insured Insured
TRUST PROPERTY Trust 171 Trust 175
--------------- ---------------
<S> <C> <C>
Sponsor's contracts to purchase
Tax-Exempt Bonds, backed by an
irrevocable letter of credit(1)(2)..... $ 3,431,274 $ 3,407,551
Accrued interest to January 6, 1994 on
underlying Bonds(1)................... 26,891 20,708
--------------- ---------------
Total....................... $ 3,458,165 $ 3,428,259
--------------- ---------------
--------------- ---------------
LIABILITY AND INTEREST OF UNITHOLDERS
Liability:
Accrued interest to January 6, 1994
on underlying Bonds(3)............ $ 26,891 $ 20,708
--------------- ---------------
Interest of Unitholders:
Units of fractional undivided
interest outstanding (New Jersey
Insured Trust 171--35,000;
Pennsylvania Insured Trust 175
--35,000)
Cost to investors(4).............. $ 3,608,053 $ 3,583,108
Less: Gross underwriting
commission(5)................. (176,779) (175,557)
--------------- ---------------
Net amount applicable to
investors......................... $ 3,431,274 $ 3,407,551
--------------- ---------------
Total....................... $ 3,458,165 $ 3,428,259
--------------- ---------------
--------------- ---------------
<FN>
(1) Represented by contracts to purchase Tax-Exempt Bonds which include "when issued" or "regular way" or "delayed delivery"
contracts for which an irrevocable letter of credit issued by a major commercial bank has been deposited with the Trustee.
The amount of such letter of credit and any cash deposited exceeds the amount necessary for the purchase of the Bonds plus
accrued interest to the Date of Deposit. At the Date of Deposit, Bonds may have been delivered to the Sponsor pursuant to
certain of these contracts; the Sponsor has assigned to the Trustee all of its rights, title and interest in and to such
Bonds.
(2) Aggregate value (at offering prices) as of the Date of Deposit of the Bonds listed under "Schedules of Investments" herein,
and their aggregate cost to the Trusts are the same. Such offering prices were determined by Kenny S&P Evaluation Services as
of the close of business on the business day prior to the Date of Deposit. (See Section 10.) Insurance coverage providing for
the timely payment, when due, of all principal of and interest on the Bonds in the Insured Trusts has been obtained by the
Sponsor or by the issuers of such Bonds. Such insurance does not guarantee the market value of the Bonds or the value of the
Units. Both the bid and the offering prices of the underlying Bonds and of the Units may include value attributable to such
policies of insurance.
(3) Representing, as set forth in Section 8, advancement by the Trustee of an amount equal to the accrued Bond interest as of the
Date of Deposit.
(4) Aggregate Public Offering Price (exclusive of accrued interest) computed as set forth under Section 6.
(5) The gross underwriting commission has been calculated on the assumption that the Units offered by this prospectus are sold in
single transactions involving less than $100,000 or 1,000 Units. At this level, the sales charge is 4.90% of the Public
Offering Price in the case of National and State Trusts, 4.25% thereof in the case of Long Intermediate Trusts, 3.90% in the
case of Intermediate Trusts, 3.00% in the case of Short Intermediate Trusts and 2.50% in the case of Short Term Trusts. In
single transactions involving 1,000 Units or more, the sales charge is reduced. (See Section 6.)
</TABLE>
62
<PAGE>
GENERAL TRUST INFORMATION
An investment in Units of any Trust should be made with an understanding of
the risks that such an investment may entail. As set forth in the portfolio
summaries above, the Trusts may contain or be concentrated in one or more of the
types of bonds discussed below. The following paragraphs discuss certain
circumstances which may adversely affect the ability of issuers of Bonds held in
the portfolio of a Trust to make payment of principal and interest thereon or
which may adversely affect the ratings of such Bonds; with respect to Insured
Trusts, however, because of the insurance obtained by the Sponsor or by the
issuers of the Bonds, such changes should not adversely affect an Insured
Trust's receipt of principal and interest, the Standard & Poor's AAA or Moody's
Aaa ratings of the Bonds in the Insured Trust portfolio, or the Standard &
Poor's AAA rating of the Units of each such Insured Trust.
HEALTH FACILITY OBLIGATIONS. Some of the Bonds in a Trust may be
obligations of issuers whose revenues are derived from services provided by
hospitals or other health care facilities, including nursing homes. Ratings of
bonds issued for health care facilities are sometimes based on feasibility
studies that contain projections of occupancy levels, revenues and expenses. A
facility's gross receipts and net income available for debt service may be
affected by future events and conditions including, among other things, demand
for services, the ability of the facility to provide the services required, an
increasing shortage of qualified nurses or a dramatic rise in nursing salaries,
physicians' confidence in the facility, management capabilities, economic
developments in the service area, competition from other similar providers,
efforts by insurers and governmental agencies to limit rates, legislation
establishing state rate-setting agencies, expenses, government regulation, the
cost and possible unavailability of malpractice insurance, and the termination
or restriction of governmental financial assistance, including that associated
with Medicare, Medicaid and other similar third party payor programs. Medicare
reimbursements are currently calculated on a prospective basis and are not based
on a provider's actual costs. Such method of reimbursement may adversely affect
reimbursements to hospitals and other facilities for services provided under the
Medicare program and thereby may have an adverse effect on the ability of such
institutions to satisfy debt service requirements. In the event of a default
upon a bond secured by hospital facilities, the limited alternative uses for
such facilities may result in the recovery upon such collateral not providing
sufficient funds to fully repay the bonds.
Certain hospital bonds provide for redemption at par upon the damage,
destruction or condemnation of the hospital facilities or in other special
circumstances.
HOUSING OBLIGATIONS. Some of the Bonds in a Trust may be obligations of
issuers whose revenues are primarily derived from mortgage loans to housing
projects for low to moderate income families. Such issues are generally
characterized by mandatory redemption at par or, in the case of original issue
discount bonds, accreted value in the event of economic defaults and in the
event of a failure of the operator of a project to comply with certain covenants
as to the operation of the project. The failure of such operator to comply with
certain covenants related to the tax-exempt status of interest on the Bonds,
such as provisions requiring that a specified percentage of units be rented or
available for rental to low or moderate income families, potentially could cause
interest on such Bonds to be subject to Federal income taxation from the date of
issuance of the Bonds. The ability of such issuers to make debt service payments
will be affected by events and conditions affecting financed projects,
including, among other things, the achievement and maintenance of sufficient
occupancy levels and adequate rental income, employment and income conditions
prevailing in local labor markets, increases in taxes, utility costs and other
operating expenses, the managerial ability of project managers, changes in laws
and
A-1
<PAGE>
governmental regulations, the appropriation of subsidies, and social and
economic trends affecting the localities in which the projects are located.
Occupancy of such housing projects may be adversely affected by high rent levels
and income limitations imposed under Federal and state programs.
SINGLE FAMILY MORTGAGE REVENUE BONDS. Some of the Bonds in a Trust may be
single family mortgage revenue bonds, which are issued for the purpose of
acquiring from originating financial institutions notes secured by mortgages on
residences located within the issuer's boundaries and owned by persons of low or
moderate income. Mortgage loans are generally partially or completely prepaid
prior to their final maturities as a result of events such as sale of the
mortgaged premises, default, condemnation or casualty loss. Because these bonds
are subject to extraordinary mandatory redemption in whole or in part from such
prepayments of mortgage loans, a substantial portion of such bonds will probably
be redeemed prior to their scheduled maturities or even prior to their ordinary
call dates. Extraordinary mandatory redemption without premium could also result
from the failure of the originating financial institutions to make mortgage
loans in sufficient amounts within a specified time period. The redemption price
of such issues may be more or less than the offering price of such bonds.
Additionally, unusually high rates of default on the underlying mortgage loans
may reduce revenues available for the payment of principal of or interest on
such mortgage revenue bonds. Single family mortgage revenue bonds issued after
December 31, 1980 were issued under Section 103A of the Internal Revenue Code of
1954, as amended, or Section 143 of the Internal Revenue Code of 1986, which
Sections contain certain requirements relating to the use of the proceeds of
such bonds in order for the interest on such bonds to retain its tax-exempt
status. In each case, the issuer of the bonds has covenanted to comply with
applicable requirements and bond counsel to such issuer has issued an opinion
that the interest on the bonds is exempt from Federal income tax under existing
laws and regulations. There can be no assurance that such continuing
requirements will be satisfied; the failure to meet such requirements could
cause interest on the Bonds to be subject to Federal income taxation, possibly
from the date of issuance of the Bonds.
FEDERALLY ENHANCED OBLIGATIONS. Some of the mortgages which secure the
various health care or housing projects which underlie the previously discussed
Health Facility, Housing, and Single Family Mortgage Revenue Obligations (the
"Obligations") in a Trust may be insured by the Federal Housing Administration
("FHA"). Under FHA regulations, the maximum insurable mortgage amount cannot
exceed 90% of the FHA's estimated value of the project. The FHA mortgage
insurance does not constitute a guarantee of timely payment of the principal of
and interest on the Obligations. Payment of mortgage insurance benefits may be
(1) less than the principal amount of Obligations outstanding or (2) delayed if
disputes arise as to the amount of the payment or if certain notices are not
given to the FHA within the prescribed time periods. In addition, some of the
previously discussed Obligations may be secured by mortgage-backed certificates
guaranteed by the Government National Mortgage Association ("GNMA"), a wholly
owned corporate instrumentality of the United States, and/or the Federal
National Mortgage Association ("Fannie Mae") a federally chartered and
stockholder-owed corporation. GNMA and Fannie Mae guarantee timely payment of
principal and interest on the mortgage-backed certificates, even where the
underlying mortgage payments are not made. While such mortgage-backed
certificates are often pledged to secure payment of principal and interest on
the Obligations, timely payment of interest and principal on the Obligations is
not insured or guaranteed by the United States, GNMA, Fannie Mae or any other
governmental agency or instrumentality. The GNMA mortgage-backed certificates
constitute a general obligation of the United States backed by its full faith
and credit. The obligations of Fannie Mae, including its obligations under the
Fannie Mae mortgage-backed securities, are obligations
A-2
<PAGE>
solely of Fannie Mae and are not backed by, or entitled to, the full faith and
credit of the United States.
INDUSTRIAL REVENUE OBLIGATIONS. Certain of the Bonds in a Trust may be
industrial revenue bonds ("IRBs"), including pollution control revenue bonds,
which are tax-exempt securities issued by states, municipalities, public
authorities or similar entities to finance the cost of acquiring, constructing
or improving various industrial projects. These projects are usually operated by
corporate entities. Issuers are obligated only to pay amounts due on the IRBs to
the extent that funds are available from the unexpended proceeds of the IRBs or
receipts or revenues of the issuer under an arrangement between the issuer and
the corporate operator of a project. The arrangement may be in the form of a
lease, installment sale agreement, conditional sale agreement or loan agreement,
but in each case the payments to the issuer are designed to be sufficient to
meet the payments of amounts due on the IRBs. Regardless of the structure,
payment of IRBs is solely dependent upon the creditworthiness of the corporate
operator of the project and, if applicable, corporate guarantor. Corporate
operators or guarantors may be affected by many factors which may have an
adverse impact on the credit quality of the particular company or industry.
These include cyclicality of revenues and earnings, regulatory and environmental
restrictions, litigation resulting from accidents or environmentally-caused
illnesses, extensive competition and financial deterioration resulting from a
corporate restructuring pursuant to a leveraged buy-out, takeover or otherwise.
Such a restructuring may result in the operator of a project becoming highly
leveraged which may have an impact on such operator's creditworthiness which in
turn would have an adverse impact on the rating and/or market value of such
Bonds. Further, the possibility of such a restructuring may have an adverse
impact on the market for and consequently the value of such Bonds, even though
no actual takeover or other action is ever contemplated or effected. The IRBs in
a Trust may be subject to special or extraordinary redemption provisions which
may provide for redemption at par or, in the case of original issue discount
bonds, accreted value. The Sponsor cannot predict the causes or likelihood of
the redemption of IRBs in a Trust prior to the stated maturity of such Bonds.
ELECTRIC UTILITY OBLIGATIONS. Some of the Bonds in a Trust may be
obligations of issuers whose revenues are primarily derived from the sale of
electric energy. The problems faced by such issuers include the difficulty in
obtaining approval for timely and adequate rate increases from the applicable
public utility commissions, the difficulty of financing large construction
programs, increased competition, reductions in estimates of future demand for
electricity in certain areas of the country, the limitations on operations and
increased costs and delays attributable to environmental considerations, the
difficulty of the capital market in absorbing utility debt, the difficulty in
obtaining fuel at reasonable prices and the effect of energy conservation. All
of such issuers have been experiencing certain of these problems in varying
degrees. In addition, Federal, state and municipal governmental authorities may
from time to time review existing, and impose additional, regulations governing
the licensing, construction and operation of nuclear power plants, which may
adversely affect the ability of the issuers of certain of the Bonds in a Trust
to make payments of principal and/or interest on such Bonds.
TRANSPORTATION FACILITY REVENUE BONDS. Some of the Bonds in a Trust may be
obligations of issuers which are payable from and secured by revenues derived
from the ownership and operation of airports, public transit systems and ports.
The major portion of an airport's gross operating income is generally derived
from fees received from airlines pursuant to use agreements which consist of
annual payments for airport use, occupancy of certain terminal space, service
fees and leases. Airport operating income may therefore be affected by the
ability of the airlines to meet their obligations under the use agreements. The
air transport industry is experiencing significant variations in earnings and
A-3
<PAGE>
traffic, due to increased competition, excess capacity, increased costs,
deregulation, traffic constraints and other factors, and several airlines are
experiencing severe financial difficulties. In particular, facilities with use
agreements involving airlines experiencing financial difficulty may experience a
reduction in revenue due to the possible inability of these airlines to meet
their use agreement obligations because of such financial difficulties and
possible bankruptcy. The Sponsor cannot predict what effect these industry
conditions may have on airport revenues which are dependent for payment on the
financial condition of the airlines and their usage of the particular airport
facility. Bonds that are secured primarily by the revenue collected by a public
transit system typically are additionally secured by a pledge of sales tax
receipts collected at the state or local level, or of other governmental
financial assistance. Transit system net revenues will be affected by variations
in utilization, which in turn may be affected by the degree of local
governmental subsidization, demographic and population shifts, and competition
from other forms of transportation; and by increased costs, including costs
resulting from previous deferrals of maintenance. Port authorities derive their
revenues primarily from fees imposed on ships using the facilities. The rate of
utilization of such facilities may fluctuate depending on the local economy and
on competition from competing forms of transportation such as air, rail and
trucks.
WATER AND/OR SEWERAGE OBLIGATIONS. Some of the Bonds in a Trust may be
obligations of issuers whose revenues are derived from the sale of water and/or
sewerage services. Such Bonds are generally payable from user fees. The problems
of such issuers include the ability to obtain timely and adequate rate
increases, population decline resulting in decreased user fees, the difficulty
of financing large construction programs, the limitations on operations and
increased costs and delays attributable to environmental considerations, the
increasing difficulty of obtaining or discovering new supplies of fresh water,
the effect of conservation programs and the impact of "no-growth" zoning
ordinances. All of such issuers have been experiencing certain of these problems
in varying degrees.
UNIVERSITY AND COLLEGE REVENUE OBLIGATIONS. Some of the Bonds in a Trust
may be obligations of issuers which are, or which govern the operation of,
colleges and universities and whose revenues are derived mainly from tuition,
dormitory revenues, grants and endowments. General problems of such issuers
include the prospect of a declining percentage of the population consisting of
"college" age individuals, possible inability to raise tuitions and fees
sufficiently to cover increased operating costs, the uncertainty of continued
receipt of Federal grants and state funding, and government legislation or
regulations which may adversely affect the revenues or costs of such issuers.
All of such issuers have been experiencing certain of these problems in varying
degrees.
BRIDGE AUTHORITY AND TOLLROAD OBLIGATIONS. Some of the Bonds in a Trust may
be obligations of issuers which derive their payments from bridge, road or
tunnel toll revenues. The revenues of such an issuer could be adversely affected
by competition from toll-free vehicular bridges and roads and alternative modes
of transportation. Such revenues could also be adversely affected by a reduction
in the availability of fuel to motorists or significant increases in the costs
thereof. Specifically, governmental regulations restricting the use of vehicles
in the New York City metropolitan area may adversely affect revenues of the
Triborough Bridge and Tunnel Authority.
DEDICATED-TAX SUPPORTED BONDS. Some of the Bonds in a Trust may be
obligations of issuers which are payable from and secured by tax revenues from a
designated source, which revenues are pledged to secure the bonds. The various
types of Bonds described below differ in structure and with respect to the
rights of the bondholders to the underlying property. Each type of dedicated-tax
supported Bond has distinct risks, only some of which are set forth below. One
type of dedicated-tax supported Bond is secured by the incremental tax received
on either real property or on sales within a specifically defined
A-4
<PAGE>
geographical area; such tax generally will not provide bondholders with a lien
on the underlying property or revenues. Another type of dedicated-tax supported
Bond is secured by a special tax levied on real property within a defined
geographical area in such a manner that the tax is levied on those who benefit
from the project; such bonds typically provide for a statutory lien on the
underlying property for unpaid taxes. A third type of dedicated-tax supported
Bond may be secured by a tax levied upon the manufacture, sale or consumption of
commodities or upon the license to pursue certain occupations or upon corporate
privileges within a taxing jurisdiction. As to any of these types of Bonds, the
ability of the designated revenues to satisfy the interest and principal
payments on such bonds may be affected by changes in the local economy, the
financial success of the enterprise responsible for the payment of the taxes,
the value of any property on which taxes may be assessed and the ability to
collect such taxes in a timely fashion. Each of these factors will have a
different affect on each distinct type of dedicated-tax supported bonds.
MUNICIPAL LEASE BONDS. Some of the Bonds in a Trust may be obligations that
are secured by lease payments of a governmental entity. Such payments are
normally subject to annual budget appropriations of the leasing governmental
entity. A governmental entity that enters into such a lease agreement cannot
obligate future governments to appropriate for and make lease payments but
covenants to take such action as is necessary to include any lease payments due
in its budgets and to make the appropriations therefor. A governmental entity's
failure to appropriate for and to make payments under its lease obligation could
result in insufficient funds available for payment of the obligations secured
thereby.
ORIGINAL ISSUE DISCOUNT BONDS AND STRIPPED OBLIGATIONS. Certain of the
Bonds in a Trust may be original issue discount bonds. These Bonds were issued
with nominal interest rates less than the rates then offered by comparable
securities and as a consequence were originally sold at a discount from their
face, or par, values. This original issue discount, the difference between the
initial purchase price and face value, is deemed under current law to accrue on
a daily basis and the accrued portion is treated as tax-exempt interest income
for federal income tax purposes. On sale or redemption, gain, if any, realized
in excess of the earned portion of original issue discount will be taxable as
capital gain. See "What is the Tax Status of Unitholders". The current value of
an original issue discount bond reflects the present value of its face amount at
maturity. In a stable interest rate environment, the market value of an original
issue discount bond would tend to increase more slowly in early years and in
greater increments as the bond approached maturity.
Certain of the original issue discount bonds in a Trust may be zero coupon
bonds. Zero coupon bonds do not provide for the payment of any current interest;
the buyer receives only the right to receive a final payment of the face amount
of the bond at its maturity. The effect of owning a zero coupon bond is that a
fixed yield is earned not only on the original investment but also, in effect,
on all discount earned during the life of the obligation. This implicit
reinvestment of earnings at the same rate eliminates the risk of being unable to
reinvest the income on such obligation at a rate as high as the implicit yield,
but at the same time also eliminates the holder's ability to reinvest at higher
rates in the future. For this reason, zero coupon bonds are subject to
substantially greater price fluctuations during periods of changing market
interest rates than are securities of comparable quality that pay interest
currently.
Original issue discount bonds, including zero coupon bonds, may be subject
to redemption at prices based on the issue price plus the amount of original
issue discount accreted to redemption (the "accreted value") plus, if
applicable, some premium. Pursuant to such call provisions an original issue
discount bond may be called prior to its maturity date at a price less than its
face value. See the "Schedules of Investments" for more information about the
call provisions of portfolio Bonds.
A-5
<PAGE>
Certain of the Bonds in a Trust may be Stripped Obligations, which represent
evidences of ownership with respect to either the principal amount of or a
payment of interest on a tax-exempt obligation. An obligation is "stripped" by
depositing it with a custodian, which then effects a separation in ownership
between the bond and any interest payment which has not yet become payable, and
issues evidences of ownership with respect to such constituent parts. A Stripped
Obligation therefore has economic characteristics similar to zero coupon bonds,
as described above.
Each Stripped Obligation has been purchased at a discount from the amount
payable at maturity. With respect to each Unitholder, the Internal Revenue Code
treats as "original issue discount" that portion of the discount which produces
a yield to maturity (as of the date of purchase of the Unitholder's Units) equal
to the lower of the coupon rate of interest on the underlying obligation or the
yield to maturity on the basis of the purchase price of the Unitholder's Units
which is allocable to each Stripped Obligation. Original issue discount which
accrues with respect to a Stripped Obligation will be exempt from Federal income
taxation to the same extent as interest on the underlying obligations. (See
Section 11, " What Is The Tax Status of Unitholders".)
Unitholders should consult their own tax advisers with respect to the state
and local tax consequences of owning original issue discount bonds or Stripped
Obligations. Under applicable provisions governing determination of state and
local taxes, interest on original issue discount bonds or Stripped Obligations
may be deemed to be received in the year of accrual even though there is no
corresponding cash payment.
4. COMPOSITION OF TRUSTS
Each Trust initially consists of delivery statements relating to contracts to
purchase Bonds (or of such Bonds) as are listed under "Schedules of Investments"
and, thereafter, of such Bonds as may continue to be held from time to time
(including certain securities deposited in the Trust in substitution for Bonds
not delivered to the Trust or in exchange or substitution for Bonds upon certain
refundings), together with accrued and undistributed interest thereon and
undistributed cash realized from the disposition of Bonds.
"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The contracts to
purchase Bonds delivered to the Trustee represent an obligation by issuers or
dealers to deliver Bonds to the Sponsor for deposit in the Trusts. Normally,
"regular way" contracts are settled and the Bonds delivered to the Trustee
within a relatively short period of time. However, certain of the contracts
relate to Bonds which have not been issued as of the Date of Deposit and which
are commonly referred to as "when issued" or "when, as and if issued" Bonds.
Although the Sponsor does not believe it is likely, one or more of the issuers
of such Bonds might decide not to proceed with such offerings. If such Bonds, or
replacement bonds described below, are not acquired by a Trust or if their
delivery is delayed, the Estimated Current Returns and Estimated Long Term
Returns shown herein may be reduced. Certain of the contracts for the purchase
of Bonds provide for delivery dates after the date of settlement for purchases
made on the Date of Deposit. Interest on such "when issued" and "delayed
delivery" Bonds accrues to the benefit of Unitholders commencing with the first
settlement date for the Units. However, in the opinion of counsel, Unitholders
who purchase their Units prior to the date such Bonds are actually delivered to
the Trustee must reduce the tax basis of their Units for interest accruing on
such Bonds during the interval between their purchase of Units and the delivery
of the Bonds because such amounts constitute a return of principal. As a result
of such adjustment, the Estimated Current Returns set forth herein (which are
based on the Public Offering Price as of the business day prior to the Date of
Deposit) may be slightly lower than Unitholders will receive after the first
year, assuming the Portfolio does not change
A-6
<PAGE>
and estimated annual expense does not vary from that set forth under "Essential
Information Regarding the Trusts." Those Bonds in each Trust purchased with
delivery dates after the date of settlement for purchases made on the Date of
Deposit are so noted in the Schedules of Investments.
LIMITED REPLACEMENT OF CERTAIN BONDS. Neither the Sponsor nor the Trustee
shall be liable in any way for any default, failure or defect in any Bond. In
the event of a failure to deliver any Bond that has been purchased for a Trust
under a contract, including those Bonds purchased on a when, as and if issued
basis ("Failed Bonds"), the Sponsor is authorized under the Indenture to direct
the Trustee to acquire other specified Bonds ("Replacement Bonds") to make up
the original corpus of the Trust. The Replacement Bonds must be purchased within
20 days after delivery of notice of the failed contract and the cost to the
Trust (exclusive of accrued interest) may not exceed the amount of funds
reserved for the purchase of the Failed Bonds. The Replacement Bonds (i) must
satisfy the criteria previously described for Bonds originally included in the
Trust and, with respect to Bonds purchased for a State Trust, shall have the
benefit of an exemption from state taxation of interest to an extent equal to or
greater than that of the Bonds they replace, (ii) must have a fixed maturity
date after the date of purchase of not less than approximately 15 years in the
case of National or State Trusts, approximately 11 years in the case of a Long
Intermediate Trust, approximately 5 years in the case of Intermediate or State
Intermediate Trusts, approximately 3 years in the case of a Short Intermediate
Trust and approximately 1 year in the case of a Short Term Trust, but not later
than the maturity date of the Failed Bonds, (iii) must be acquired at a cost to
the Trust equal to the cost of the same principal amount of Bonds provided in
the failed contract and have a current return and yield to maturity not less
than the current return and yield to maturity of the Failed Bonds and (iv) shall
not be "when, as and if issued" Bonds. Whenever a Replacement Bond has been
acquired for a Trust, the Trustee shall, within five days after the delivery
thereof, mail or deliver a notice to all Unitholders of the Trust involved of
such acquisition. Once the original corpus of the Trust is acquired, the Trustee
will have no power to vary the investment of the Trust; i.e., the Trust will
have no managerial power to take advantage of market variation to improve a
Unitholder's investment.
To the extent the right of limited substitution described in the preceding
paragraph shall not be utilized to acquire Replacement Bonds for the entire
principal amount of Failed Bonds, the Sponsor shall refund to all Unitholders of
the Trust involved the sales charge attributable to such Failed Bonds not
replaced, and the principal and accrued interest attributable to such Bonds
shall be distributed not more than 30 days after the determination of such
failure or at such earlier time as the Trustee in its sole discretion deems to
be in the interest of the Unitholders. Any such accrued interest paid to
Unitholders will be paid by the Sponsor and, accordingly, will not be treated as
tax-exempt income. In the event Failed Bonds in a Trust could not be replaced,
the Net Annual Interest Income per Unit for such Trust would be reduced and the
Estimated Current Return thereon might be lowered.
SALE, MATURITY AND REDEMPTION OF BONDS. Certain of the Bonds may from time
to time under certain circumstances be sold or redeemed or will mature in
accordance with their terms. The proceeds from such events will be used to pay
for Units redeemed or distributed to Unitholders and not reinvested;
accordingly, no assurance can be given that a Trust will retain for any length
of time its present size and composition.
All of the Bonds in each Trust are subject to being called or redeemed in
whole or in part prior to their stated maturities pursuant to the optional
redemption provisions described in the "Schedules of Investments" and in most
cases pursuant to sinking fund, special or extraordinary redemption provisions.
A bond subject to optional call is one which is subject to redemption or
refunding prior to maturity at the option of the issuer. A
A-7
<PAGE>
refunding is a method by which a bond issue is redeemed, at or before maturity,
by the proceeds of a new bond issue. A bond subject to sinking fund redemption
is one which is subject to partial call from time to time from a fund
accumulated for the scheduled retirement of a portion of an issue prior to
maturity. Special or extraordinary redemption provisions may provide for
redemption of all or a portion of an issue upon the occurrence of certain
circumstances related to defaults or unanticipated changes in circumstances.
Events that may permit or require the special or extraordinary redemption of
bonds include, among others: substantial damage to or destruction of the project
for which the proceeds of the bonds were used; exercise by a local, state or
federal governmental unit of its power of eminent domain to take all or
substantially all of the project for which the proceeds of the bonds were used;
a final determination that the interest on the bonds is taxable; changes in the
economic availability of raw materials, operating supplies or facilities or
technological or other changes which render the operation of the project for
which the proceeds of the bonds were used uneconomical; changes in law or an
administrative or judicial decree which render the performance of the agreement
under which the proceeds of the bonds were made available to finance the project
impossible or which create unreasonable burdens or which impose excessive
liabilities, such as taxes, not imposed on the date the bonds are issued on the
issuer of the bonds or the user of the proceeds of the bonds; an administrative
or judicial decree which requires the cessation of a substantial part of the
operations of the project financed with the proceeds of the bonds; an
overestimate of the costs of the project to be financed with the proceeds of the
bonds resulting in excess proceeds which may be applied to redeem bonds; or an
underestimate of a source of funds securing the bonds resulting in excess funds
which may be applied to redeem bonds. The Sponsor is unable to predict all of
the circumstances which may result in such redemption of an issue of Bonds. See
the discussion of the various types of bond issues, above, for information on
the call provisions of such bonds, particularly single family mortgage revenue
bonds.
The exercise of redemption or call provisions will (except to the extent the
proceeds of the called Bonds are used to pay for Unit redemptions) result in the
distribution of principal and may result in a reduction in the amount of
subsequent interest distributions; it may also affect the current return on
Units of the Trust involved. Redemption pursuant to optional call provisions is
more likely to occur, and redemption pursuant to sinking fund or special or
extraordinary redemption provisions may occur, when the Bonds have an offering
side evaluation which represents a premium over par. Redemption pursuant to
optional call provisions may be, and redemption pursuant to sinking fund or
special or extraordinary redemption provisions is likely to be, at a price equal
to the par value of the bonds without any premium (in the case of original issue
discount bonds, such redemption is generally to be made at the issue price plus
the amount of original issue discount accreted to the date of redemption; such
price is referred to herein as "accreted value"). Because Bonds may have been
valued at prices above or below par value or the then current accreted value at
the time Units were purchased, Unitholders may realize gain or loss upon the
redemption of portfolio Bonds. (See Sections 11 and 13 and the "Schedules of
Investments.")
CERTAIN TAX MATTERS; LITIGATION. Certain of the Bonds in each Trust
portfolio may be subject to continuing requirements such as the actual use of
bond proceeds, manner of operation of the project financed from bond proceeds or
rebate of excess earnings on bond proceeds that may affect the exemption of
interest on such Bonds from Federal income taxation. Although at the time of
issuance of each of the Bonds in each Trust an opinion of bond counsel was
rendered as to the exemption of interest on such obligations from Federal income
taxation, and the issuers covenanted to comply with all requirements necessary
to retain the tax-exempt status of the Bonds, there can be no assurance that the
A-8
<PAGE>
respective issuers or other obligors on such obligations will fulfill the
various continuing requirements established upon issuance of the Bonds. A
failure to comply with such requirements may cause a determination that interest
on such obligations is subject to Federal income taxation, perhaps even
retroactively from the date of issuance of such Bonds, thereby reducing the
value of the Bonds and subjecting Unitholders to unanticipated tax liabilities.
To the best knowledge of the Sponsor, there is no litigation pending as of
the Date of Deposit in respect of any Bonds which might reasonably be expected
to have a material adverse effect on any of the Trusts. It is possible that
after the Date of Deposit, litigation may be initiated with respect to Bonds in
any Trust. Any such litigation may affect the validity of such Bonds or the
tax-exempt nature of the interest thereon, but while the outcome of litigation
of such nature can never be entirely predicted, the opinions of bond counsel to
the issuer of each Bond on the date of issuance state that such Bonds were
validly issued and that the interest thereon is, to the extent indicated, exempt
from Federal income tax.
5. WHY AND HOW ARE THE BONDS INSURED?
INSURANCE ON BONDS IN INSURED TRUSTS
Insurance guaranteeing the timely payment, when due, of all principal and
interest on the Bonds in each Insured Trust has been obtained by the Sponsor or
by the issuers or underwriters of Bonds from the Municipal Bond Investors
Assurance Corporation (the "Insurer"). Some of the Bonds in each Insured Trust
may be covered by a policy or policies of insurance obtained by the issuers or
underwriters of the Bonds from Municipal Bond Insurance Association (the
"Association") or Bond Investors Guaranty Insurance Company ("BIG"). The Insurer
has issued a policy or policies of insurance covering each of the Bonds in the
Insured Trusts, each policy to remain in force until the payment in full of such
Bonds and whether or not the Bonds continue to be held by an Insured Trust. By
the terms of each policy the Insurer will unconditionally guarantee to the
holders or owners of the Bonds the payment, when due, required of the issuer of
the Bonds of an amount equal to the principal of and interest on the Bonds as
such payments shall become due but not be paid (except that in the event of any
acceleration of the due date of principal by reason of mandatory or optional
redemption, default or otherwise, the payments guaranteed will be made in such
amounts and at such times as would have been due had there not been an
acceleration). The Insurer will be responsible for such payments, less any
amounts received by the holders or owners of the Bonds from any trustee for the
bond issuers or from any other sources other than the Insurer. The Insurer's
policies relating to small industrial development bonds and pollution control
revenue bonds also guarantee the full and complete payments required to be made
by or on behalf of an issuer of Bonds pursuant to the terms of the Bonds if
there occurs an event which results in the loss of the tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments, if
any, as and when thereby required. The Insurer has indicated that its insurance
policies do not insure the payment of principal or interest on bonds which are
not required to be paid by the issuer thereof because the bonds were not validly
issued; as indicated under "What is the Tax Status of Unitholders?" the
respective issuing authorities have received opinions of bond counsel relating
to the valid issuance of each of the Bonds in the Insured Trusts. The Insurer's
policy also does not insure against non-payment of principal of or interest on
the Bonds resulting from the insolvency, negligence or any other act or omission
of the trustee or other paying agent for the Bonds. The policy is not covered by
the Property/ Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. The policies are non-cancellable and the insurance
premiums have been fully paid on or
A-9
<PAGE>
prior to the Date of Deposit, either by the Sponsor or, if a policy has been
obtained by a Bond issuer, by such issuer.
Upon notification from the trustee for any bond issuer or any holder or
owner of the Bonds or coupons that such trustee or paying agent has insufficient
funds to pay any principal or interest in full when due, the Insurer will be
obligated to deposit funds promptly with State Street Bank and Trust Company,
N.A., New York, New York, as fiscal agent for the Insurer, sufficient to fully
cover the deficit. If notice of nonpayment is received on or after the due date,
the Insurer will provide for payment within one business day following receipt
of the notice. Upon payment by the Insurer of any Bonds, coupons, or interest
payments, the Insurer shall succeed to the rights of the owner of such Bonds,
coupons or interest payments with respect thereto.
The Insurer is the principal operating subsidiary of MBIA, Inc., a New York
Stock Exchange listed company. MBIA, Inc. is not obligated to pay the debts of
or claims against the Insurer. The Insurer is a limited liability corporation
rather than a several liability association. The Insurer is domiciled in the
State of New York and licensed to do business in all 50 states, the District of
Columbia and the Commonwealth of Puerto Rico.
As of December 31, 1992 the Insurer had admitted assets of $2.6 billion
(audited), total liabilities of $1.7 billion (audited), and total capital and
surplus of $896 million (audited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities. As of September 30, 1993, the Insurer had admitted assets of $3.0
billion (unaudited), total liabilities of $2.0 billion (unaudited), and total
capital and surplus of $951 million (unaudited) determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities. Copies of the Insurer's year end financial statements prepared in
accordance with statutory accounting practices are available from the Insurer.
The address of the Insurer is 113 King Street, Armonk, New York 10504.
Effective December 31, 1989, MBIA Inc. acquired Bond Investors Group, Inc.
On January 5, 1990, the Insurer acquired all of the outstanding stock of Bond
Investors Group, Inc., the parent of BIG, now known as MBIA Insurance Corp. of
Illinois. Through a reinsurance agreement, BIG has ceded all of its net insured
risks, as well as its unearned premium and contingency reserves, to the Insurer
and the Insurer has reinsured BIG's net outstanding exposure.
Each insurance company comprising the Association will be severally and not
jointly obligated under the Association policy in the following respective
percentages: The AEtna Casualty and Surety Company, 33%; Fireman's Fund
Insurance Company, 30%; The Travelers Indemnity Company, 15%; AEtna Insurance
Company (now known as CIGNA Property and Casualty Company), 12%; and The
Continental Insurance Company, 10%. As a several obligor, each such insurance
company will be obligated only to the extent of its percentage of any claim
under the Association policy and will not be obligated to pay any unpaid
obligation of any other member of the Association. Each insurance company's
participation is backed by all of its assets. However, each insurance company is
a multiline insurer involved in several lines of insurance other than municipal
bond insurance, and the assets of each insurance company also secure all of its
other insurance policy and surety bond obligations.
The following table sets forth certain unaudited financial information with
respect to the five insurance companies comprising the Association. The
statistics, which have been furnished by the Association, are as reported by the
insurance companies to the New York State Insurance Department and are
determined in accordance with statutory accounting principles. No representation
is made herein as to the accuracy or adequacy of such
A-10
<PAGE>
information or as to the absence of material adverse changes in such information
subsequent to the date thereof. In addition, these numbers are subject to
revision by the New York State Insurance Department which, if revised, could
either increase or decrease the amounts.
MUNICIPAL BOND INSURANCE ASSOCIATION
FIVE MEMBER COMPANIES ASSETS AND POLICYHOLDERS' SURPLUS
AS OF JUNE 30, 1993.
(000's omitted)
<TABLE>
<CAPTION>
New York New York New York
Statutory Statutory Policyholders'
Assets Liabilities Surplus
--------------- --------------- ---------------
<S> <C> <C> <C>
The AEtna Casualty & Surety Company..................... $ 9,670,645 $ 8,278,113 $ 1,392,532
Fireman's Fund Insurance Company........................ 6,571,313 4,880,776 1,690,537
The Travelers Indemnity Company......................... 10,194,126 8,280,211 1,913,915
CIGNA Property and Casualty Company (formerly AEtna
Insurance Company).................................... 6,198,088 5,634,331 563,757
The Continental Insurance Company....................... 2,574,504 2,223,194 351,310
--------------- --------------- ---------------
Total........................................... $ 35,208,676 $ 29,296,625 $ 5,912,051
--------------- --------------- ---------------
--------------- --------------- ---------------
</TABLE>
Standard & Poor's Corporation rates all new issues insured by the
Association "AAA" Prime Grade.
Moody's Investors Service rates all bond issues insured by the Association
"Aaa" and short term loans "MIG 1", both designated to be of the highest
quality.
Each such rating should be evaluated independently of any other rating. No
application has been made to any other rating agency in order to obtain
additional ratings on the Bonds. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of the Association and its
ability to pay claims on its policies of insurance. Any further explanation as
to the significance of the above ratings may be obtained only from the
applicable rating agency.
Moody's Investors Service rates all bond issues insured by the Insurer "Aaa"
and short-term loans "MIG 1," both designated to be of the highest quality.
Standard & Poor's Ratings Group, a division of McGraw Hill ("Standard &
Poor's") rates all new issues insured by the Insurer "AAA" Prime Grade."
The Moody's Investors Service rating of the Insurer should be evaluated
independently of the Standard & Poor's Corporation rating of the Insurer. No
application has been made to any other rating agency in order to obtain
additional ratings on the Bonds. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of the Insurer and its
ability to pay claims on its policies of insurance (See "Description of
Ratings.") Any further explanation as to the significance of the above ratings
may be obtained only from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Bonds,
and such ratings may be subject to revision or withdrawal at any time by the
rating agencies. Any downward revision or withdrawal of either or both ratings
may have an adverse effect on the market price of the Bonds.
Because the insurance on the Bonds will be effective so long as the Bonds
are outstanding, such insurance will be taken into account in determining the
market value of
A-11
<PAGE>
the Bonds and therefore some value attributable to such insurance will be
included in the value of the Units of the Insured Trusts. The insurance does
not, however, guarantee the market value of the Bonds or of the Units.
INSURANCE ON CERTAIN BONDS IN TRADITIONAL TRUSTS
Insurance guaranteeing the timely payment, when due, of all principal and
interest on certain Bonds in a Traditional Trust may have been obtained by the
Sponsor, issuer or underwriter of the particular Bonds involved or by another
party. Such insurance, which provides coverage substantially the same as that
obtained with respect to Bonds in Insured Trusts as described above, is
effective so long as the insured Bond is outstanding and the insurer remains in
business. Insurance relates only to the particular Bond and not to the Units
offered hereby or to their market value. Insured Bonds have received a rating of
"Aaa" by Moody's Investors Service, Inc. and/or "AAA" by Standard & Poor's
Corporation in recognition of such insurance.
If a Bond in a Traditional Trust is insured, the Schedule of Investments
will identify the insurer. Such insurance will be provided by Financial Guaranty
Insurance Company ("FGIC"), AMBAC Indemnity Corporation ("AMBAC"), Bond
Investors Guaranty Insurance Company, now known as MBIA Corp. of Illinois
("BIG"), Capital Guaranty Insurance Company ("CGIC"), Financial Security
Assurance, Inc. ("FSA"), Municipal Bond Insurance Association (the
"Association"), Municipal Bond Investors Assurance Corporation ("MBIA") or
Connie Lee Insurance Company ("ConnieLee"). The Sponsor to date has purchased
and presently intends to purchase insurance for Bonds in Traditional Trusts
exclusively from MBIA (see the preceding disclosure regarding MBIA). There can
be no assurance that any insurer listed therein will be able to satisfy its
commitments in the event claims are made in the future. However, Standard &
Poor's Corporation has rated the claims-paying ability of each insurer "AAA,"
and Moody's Investors Service has rated all bonds insured by each such insurer,
except ConnieLee, "Aaa." Moody's Investor's Service gives no ratings for bonds
insured by ConnieLee.
Because any such insurance will be effective so long as the insured Bonds
are outstanding, such insurance will be taken into account in determining the
market value of such Bonds and therefore some value attributable to such
insurance will be included in the value of the Units of the Trust that includes
such Bonds. The insurance does not, however, guarantee the market value of the
Bonds or of the Units.
6. HOW IS THE PUBLIC OFFERING PRICE DETERMINED?
The Public Offering Price of the Units of each Trust is equal to the Trustee's
determination of the aggregate OFFERING prices of the Bonds deposited therein
(minus any advancement to the principal account of the Trust made by the
Trustee) plus a sales charge of 5.152% of such value in the case of National and
State Trusts, 4.439% of such value in the case of Long Intermediate Trusts,
4.058% of such value in the case of Intermediate Trusts, 3.093% of such value in
the case of Short Intermediate Trusts and 2.564% of such value in the case of
Short Term Trusts, in each case adding to the total thereof cash held by the
Trust, if any, and dividing the sum so obtained by the number of Units
outstanding in the Trust. This computation produces a gross underwriting profit
equal to 4.90% of the Public Offering Price in the case of National and State
Trusts, 4.25% of the Public Offering Price in the case of Long Intermediate
Trusts, 3.90% of the Public Offering Price in the case of Intermediate Trusts,
3.00% of the Public Offering Price in the case of Short Intermediate Trusts and
2.50% of the Public Offering Price in the case of Short Term Trusts.
The sales charge applicable to quantity purchases is reduced on a graduated
scale for sales to any purchaser of at least $100,000 or 1,000 Units and will be
applied on whichever
A-12
<PAGE>
basis is more favorable to the purchaser. Sales charges during the primary
offering period are as follows:
<TABLE>
<CAPTION>
National and State Long Intermediate Trusts
Trusts Intermediate Trusts
------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
Percent Percent Percent Percent Percent Percent
of of Net of of Net of of Net
Offering Amount Offering Amount Offering Amount
Number of Units* Price Invested Price Invested Price Invested
- ----------------------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Less than 1,000...................................... 4.90% 5.152% 4.25% 4.439% 3.90% 4.058%
1,000 but less than 2,500............................ 4.50 4.712 3.85 4.004 3.50 3.627
2,500 but less than 5,000............................ 4.25 4.439 3.60 3.734 3.25 3.359
5,000 but less than 10,000........................... 3.50 3.627 3.35 3.466 3.00 3.093
10,000 or more....................................... 3.00 3.093 3.00 3.093 2.75 2.828
</TABLE>
<TABLE>
<CAPTION>
Short Intermediate
Trusts Short Term Trusts
------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
Percent Percent Percent Percent
of of Net of of Net
Offering Amount Offering Amount
Number of Units* Price Invested Price Invested
- ----------------------------------------------------- ----------- ----------- ----------- -----------
Less than 1,000...................................... 3.00% 3.093% 2.50% 2.564%
1,000 but less than 2,500............................ 2.60 2.670 2.10 2.145
2,500 but less than 5,000............................ 2.35 2.407 1.85 1.885
5,000 but less than 10,000........................... 2.10 2.145 1.60 1.626
10,000 or more....................................... 1.85 1.885 1.35 1.368
</TABLE>
*The breakpoint sales charge is also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $100,000 to 1,000 Units, $250,000
to 2,500 Units etc.
For "secondary market" sales the Public Offering Price per Unit of each
Trust is determined by adding to the Trustee's determination of the BID price of
each Bond in the Trust a sales charge determined in accordance with the table
set forth below based upon the number of years remaining to the maturity of each
such Bond, adjusting the total to reflect the amount of any cash held in or
advanced to the principal account of the Trust and dividing the result by the
number of Units then outstanding. For purposes of this calculation, Bonds will
be deemed to mature on their stated maturity dates unless: (a) the Bonds have
been called for redemption or funds or securities have been placed in escrow to
redeem them on an earlier call date, in which case such call date shall be
deemed to be the date upon which they mature; or (b) such Bonds are subject to a
"mandatory put," in which case such mandatory put date shall be deemed to be the
date upon which they mature.
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 semi-annual evaluation, is
less than 20% of the original principal amount of the Trust. In the course of
regularly appraising the value of Bonds in each Trust, the Sponsor will attempt
to estimate the date on which a Trust's value will fall below the 20% level
based on anticipated bond events over a five year period, including maturities,
escrow calls and current calls or refundings, assuming certain market rates. The
Sponsor intends from time to time to recommend that certain Trusts whose values
have fallen or are anticipated to fall below the 20% level be terminated based
on certain criteria which could adversely affect the Trust's diversification.
Once the Sponsor has determined that a Trust's value has or may fall below the
20% level within a five-year period, for purposes of computing the sales charge
using the table set forth below, the maturity of each bond in such Trust will be
deemed to be the earlier of the estimated termination date of the Trust, or the
actual date used when pricing the bond under Municipal Securities Rulemaking
Board rules and interpretations issued thereunder.
The effect of this method of sales charge calculation will be that different
sales charge rates will be applied to the various Bonds in a Trust portfolio
based upon the maturities of such Bonds, in accordance with the following
schedule. As shown, the sales charge on
A-13
<PAGE>
Bonds in each maturity range (and therefore the aggregate sales charge on the
purchase) is reduced with respect to purchases of at least $100,000 or 1,000
Units:
<TABLE>
<CAPTION>
Amount of Purchase*
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $250,000 $500,000
Under to to to $1,000,000
Years to Maturity $100,000 $249,999 $499,999 $999,999 or more
- -------------------------------------------------------------- ----------- ----------- ----------- ----------- -----------
Less than 1................................................... 0 0 0 0 0
1 but less than 2............................................. 1.523% 1.369% 1.317% 1.215% 1.061%
2 but less than 3............................................. 2.041 1.833 1.729 1.626 1.420
3 but less than 4............................................. 2.564 2.302 2.175 2.041 1.781
4 but less than 5............................................. 3.093 2.828 2.617 2.459 2.175
5 but less than 7............................................. 3.627 3.239 3.093 2.881 2.460
7 but less than 10............................................ 4.167 3.734 3.520 3.239 2.828
10 but less than 13........................................... 4.712 4.221 4.004 3.788 3.253
13 but less than 16........................................... 5.263 4.712 4.439 4.167 3.627
16 or more.................................................... 5.820 5.263 4.987 4.603 4.004
</TABLE>
*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 1,000 Units to
$100,000, 2,500 Units to $250,000, etc., and will be applied on that basis
which is more favorable to the purchaser.
The secondary market sales charges above are expressed as a percent of the
net amount invested; expressed as a percent of the Public Offering Price, the
maximum sales charge on any Trust, including one consisting entirely of Bonds
with 16 years or more to maturity, would be 5.50% (5.820% of the net amount
invested). For purposes of illustration, the sales charge on a Trust consisting
entirely of Bonds maturing in 13 to 16 years would be 5% (5.263% of the net
amount invested); that on a Trust consisting entirely of Bonds maturing in five
to seven years would be 3.5% (3.627% of the net amount invested); and that on a
Trust consisting entirely of Bonds maturing in three to four years would be 2.5%
(2.564% of the net amount invested). The actual secondary market sales charge
included in the Public Offering Price of any particular Trust will depend on the
maturities of the Bonds in the portfolio of such Trust.
At all times while Units are being offered for sale, the Sponsor will
appraise or cause to be appraised daily the value of the underlying Bonds in
each Trust as of 4:00 p.m. eastern time on each day on which the New York Stock
Exchange (the "Exchange") is normally open and will adjust the Public Offering
Price of the Units commensurate with such appraisal. 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. 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.
As more fully set forth in Section 8, accrued interest from the preceding
Record Date to, but not including, the settlement date of the transaction (five
business days after purchase) will be added to the Public Offering Price to
determine the purchase price of Units.
The above graduated sales charges will apply on all purchases of Nuveen
investment company securities on any one day by the same purchaser in the
amounts stated, and for this purpose purchases of this Series will be aggregated
with concurrent purchases of any other Series 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 an individual and his or her spouse and
children under 21 years of age will be aggregated to determine the applicable
sales charge. The graduated sales charges are also applicable to a trustee or
other fiduciary purchasing securities for a single trust estate or single
fiduciary account.
A-14
<PAGE>
Units may be purchased at the public offering price without a sales charge
by officers or directors and by bona fide, full-time employees of Nuveen, Nuveen
Advisory Corp., Nuveen Institutional Advisory Corp. and The John Nuveen Company,
including in each case these individuals and their immediate family members (as
defined above).
The initial or primary Public Offering Price of the Units in each Trust is
based upon a pro rata share of the OFFERING prices per Unit of the Bonds in such
Trust plus the applicable sales charge. The secondary market Public Offering
Price of each Trust is based upon a pro rata share of the BID prices per Unit of
the Bonds in such Trust plus the applicable sales charge. The OFFERING prices of
Bonds in a Trust may be expected to average approximately 1% to 2% more than the
BID prices of such Bonds in the case of National, Long Intermediate and State
Trusts, 3/4% to 1 1/2% in the case of Intermediate and Short Intermediate
Trusts, and 1/2% to 3/4% in the case of Short Term Trusts. The difference
between the bid side evaluation and the offering side evaluation of the Bonds in
each Trust on the business day prior to the Date of Deposit is shown in the
discussion of each Trust portfolio.
Whether or not Units are being offered for sale, the Sponsor will determine
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 Section 16.)
7. MARKET FOR UNITS
During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price equivalent to the pro rata share per
Unit of the OFFERING prices of the Bonds in such Trust (plus accrued interest).
Afterward, although it is not obligated to do so, the Sponsor intends to
maintain a secondary market for Units of each Trust at its own expense and
continuously to offer to purchase Units of each Trust at prices, subject to
change at any time, which are based upon the BID prices of Bonds in the
respective portfolios of the Trusts. If the supply of Units of any of the Trusts
of this Series exceeds demand, or for some other business reason, the Sponsor
may discontinue purchases of Units of such Trust at such prices. UNITHOLDERS WHO
WISH TO DISPOSE OF THEIR UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER AS
TO THE CURRENT REDEMPTION PRICE (SEE SECTION 19). In connection with its
secondary marketmaking activities, the Sponsor may from time to time enter into
secondary market joint account agreements with other brokers and dealers.
Pursuant to such an agreement the Sponsor will purchase Units from the broker or
dealer at the bid price and will place the Units into a joint account managed by
the Sponsor; sales from the account will be made in accordance with the then
current prospectus and the Sponsor and the broker or dealer will share profits
and losses in the joint account in accordance with the terms of their joint
account agreement.
Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (five business days after purchase) as the Trustee
can complete the mechanics of registration. Normally, Certificates, if any, are
mailed by the Trustee within 48 hours after registration instructions are
received. Purchasers of Units to whom Certificates are issued will be unable to
exercise any right of redemption until they have received their Certificates as
tender of the Certificate, properly endorsed for transfer. (See Section 19.)
Each Unit of each respective Trust initially offered by this Prospectus
represents that fractional undivided interest in such Trust as is set forth
under "Essential Information Regarding the Trusts." 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
A-15
<PAGE>
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.
8. WHAT IS ACCRUED INTEREST?
Accrued interest is the accumulation of unpaid interest on a bond from the last
day on which interest thereon was paid. Interest on Bonds in each Trust is
accounted for daily on an accrual basis. For this reason, the purchase price of
Units of a Trust will include not only the Public Offering Price but also the
proportionate share of accrued interest to the date of settlement. Interest
accrues to the benefit of Unitholders commencing with the settlement date of
their purchase transaction.
Accrued interest does not include accrual of original issue discount on zero
coupon bonds, Stripped Obligations or other original issue discount bonds. (See
"Summary of Portfolios--General Trust Information" and "What Is The Tax Status
of Unitholders.")
In an effort to reduce the amount of accrued interest that investors would
have to pay in addition to the Public Offering Price, the Trustee has agreed to
advance to each Trust the amount of accrued interest due on the Bonds as of the
Date of Deposit (which has been designated the first Record Date for all plans
of distribution). This accrued interest will be paid to the Sponsor as the
holder of record of all Units on the Date of Deposit. Consequently, when the
Sponsor sells Units of a Trust, the amount of accrued interest to be added to
the Public Offering Price to determine the purchase price of the Units of such
Trust purchased by an investor will include only accrued interest from the Date
of Deposit to, but not including, the date of settlement of the investor's
purchase (five business days after purchase), less any distributions from the
related Interest Account. The Trustee will recover its advancements (without
interest or other cost to the Trusts) from interest received on the Bonds
deposited in each Trust.
The Trustee has no cash for distribution to Unitholders until it receives
interest payments on the Bonds in the Trusts. Since municipal bond interest is
accrued daily but paid only semi-annually, during the initial months of the
Trusts, the Interest Accounts, consisting of accrued but uncollected interest
and collected interest (cash), will be predominantly the uncollected accrued
interest that is not available for distribution. In approximately three months
the Trustee will commence regular distributions. Thereafter, assuming each Trust
retains its original size and composition, annual interest collected and
distributed will approximate the estimated Net Annual Interest Income stated
herein. However, the amount of accrued interest at any point in time will be
greater than the amount that the Trustee will have actually received and
distributed to the Unitholders. Therefore, there will always remain an item of
accrued interest that is included in the purchase price and the redemption price
of the Units.
Interest is accounted for daily and a proportionate share of accrued and
undistributed interest computed from the preceding Record Date is added to the
daily valuation of each Unit of each Trust. (See Sections 3 and 13.) As Bonds
mature, or are redeemed or sold, the accrued interest applicable to such bonds
is collected and subsequently distributed to Unitholders. Unitholders who sell
or redeem all or a portion of their Units will be paid their proportionate share
of the remaining accrued interest to, but not including, the fifth business day
following the date of sale or tender.
9. WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN?
The Estimated Long Term Return for each Trust is a measure of the return to the
investor earned over the estimated life of the Trust. The Estimated Long Term
Return represents an
A-16
<PAGE>
average of the yields to maturity (or call) of the Bonds in the Trust's
portfolio calculated in accordance with accepted bond practice and adjusted to
reflect expenses and sales charges. Under accepted bond practice, tax-exempt
bonds are customarily offered to investors on a "yield price" basis, which
involves computation of yield to maturity or to an earlier call date (whichever
produces the lower yield), and which takes into account not only the interest
payable on the bonds but also the amortization or accretion to a specified date
of any premium over or discount from the par (maturity) value in the bond's
purchase price. In calculating Estimated Long Term Return, the average yield for
the Trust's portfolio is derived by weighting each Bond's yield by the market
value of the Bond and by the amount of time remaining to the date to which the
Bond is priced. Once the average portfolio yield is computed, this figure is
then reduced to reflect estimated expenses and the effect of the maximum sales
charge paid by investors. The Estimated Long Term Return calculation does not
take into account the delays in payments to Unitholders for the first few months
of Trust operations, and it also does not take into account the difference in
the timing of payments to Unitholders who choose quarterly or semi-annual plans
of distribution each of which will reduce the return.
Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long Term
Return, Estimated Current Return does not reflect the amortization of premium or
accretion of discount, if any, on the Bonds in the Trust's portfolio. Net Annual
Interest Income per Unit is calculated by dividing the annual interest income to
the Trust, less estimated expenses, by the number of Units outstanding.
Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Bonds. A Trust
may experience expenses and portfolio changes different from those assumed in
the calculation of Estimated Long Term Return. There thus can be no assurance
that the Estimated Current Returns or Estimated Long Term Returns quoted herein
will be realized in the future. Since both the Estimated Current Return and the
Estimated Long Term Return quoted herein are based on the market value of the
underlying Bonds on the business day prior to the Date of Deposit, subsequent
calculations of these performance measures will reflect the then current market
value of the underlying Bonds and may be higher or lower.
A portion of the monies received by a Trust may be treated, in the first
year only, as a return of principal due to the inclusion in the Trust portfolio
of "when-issued" or other Bonds having delivery dates after the date of
settlement for purchases made on the Date of Deposit. A consequence of this
treatment is that in the computation of Estimated Current Return for the first
year, such monies are excluded from Net Annual Interest Income and treated as an
adjustment to the Public Offering Price. (See "Essential Information Regarding
the Trusts" and Sections 4 and 11.)
For a statement of the Net Annual Interest Income per Unit under the monthly
plan of distribution, and Estimated Long Term Yield and Estimated Current
Returns based on the Public Offering Prices of the Trusts in this Series, all as
of the day prior to the Date of Deposit, see "Essential Information Regarding
the Trusts."
10. HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE DATE OF DEPOSIT?
The prices at which the Bonds deposited in the Trusts would have been offered to
the public on the business day prior to the Date of Deposit were determined by
the Trustee on the basis of an evaluation of such Bonds prepared by Kenny S&P
Evaluation Services, a firm regularly engaged in the business of evaluating,
quoting or appraising comparable bonds. With respect
A-17
<PAGE>
to Bonds in Insured Trusts and insured Bonds in Traditional Trusts, Kenny S&P
Evaluation Services evaluated the Bonds as so insured. (See Section 5).
The amount by which the Trustee's determination of the OFFERING PRICES of
the Bonds deposited in the Trusts was greater or less than the cost of such
Bonds to the Sponsor was PROFIT OR LOSS to the Sponsor exclusive of any
underwriting profit. (See Section 3.) 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.
11. WHAT IS THE TAX STATUS OF UNITHOLDERS?
At the respective times of issuance of the Bonds opinions relating to the
validity thereof and to the exemption of interest thereon from Federal income
tax were rendered by bond counsel to the respective issuing authorities. In
addition, with respect to State Trusts, where applicable, bond counsel to the
issuing authorities rendered opinions as to the exemption of interest on such
Bonds, when held by residents of the state in which the issuers of such Bonds
are located, from state income taxes and certain state or local intangibles and
local income taxes. For a discussion of the tax status of State Trusts see
"Summary of Portfolios-- Tax Status" for the respective State Trust. (See
Sections 2 and 3.) Neither the Sponsor nor its counsel have made any special
review for the Trusts of the proceedings relating to the issuance of the Bonds
or of the basis for the opinions rendered in connection therewith.
Taxpayers must disclose on their Federal tax returns the amount of
tax-exempt interest earned during the year. Federally tax-exempt income,
including income on Units of the Trusts, will be taken into consideration in
computing the portion, if any, of social security benefits received that will be
included in a taxpayer's gross income subject to the Federal income tax.
Gain realized on the sale or redemption of the Bonds by the Trustee or of a
Unit by a Unitholder is includable in gross income for Federal income tax
purposes, and may be includable in gross income for state tax purposes. (Such
gain does not include any amounts received in respect of accrued interest or
accrued original issue discount, if any.) It should be noted that under
provisions of the Revenue Reconciliation Act of 1993 (the "Tax Act") described
below that subject accretion of market discount on tax-exempt bonds to taxation
as ordinary income, gain realized on the sale or redemption of Bonds by the
Trustee or of Units by a Unitholder that would have been treated as capital gain
under prior law is treated as ordinary income to the extent it is attributable
to accretion of market discount. Market discount can arise based on the price
the Trust pays for the Bonds or the price a Unitholder pays for his or her
Units.
In the opinion of Chapman and Cutler, Counsel to the Sponsor, under existing
law:
(1) the Trusts are not associations taxable as corporations for Federal
income tax purposes. Tax-exempt interest received by each of the Trusts
on Bonds deposited therein will retain its status as tax-exempt
interest, for Federal income tax purposes, when received by the Trusts
and when distributed to the Unitholders, except that the alternative
minimum tax and environmental tax (the "Superfund Tax") applicable to
corporate Unitholders may, in certain circumstances, include in the
amount on which such taxes are calculated a portion of the interest
income received by the Trust. See "Certain Tax Matters Applicable to
Corporate Unitholders", below;
(2) each Unitholder of a Trust is considered to be the owner of a pro rata
portion of such Trust under Subpart E, subchapter J of Chapter 1 of the
Internal Revenue Code of
A-18
<PAGE>
1986 (the "Code") and will have a taxable event when the Trust disposes
of a Bond or when the Unitholder redeems or sells Units. Unitholders
must reduce the tax basis of their Units for their share of accrued
interest received by the Trust, if any, on Bonds delivered after the
date the Unitholders pay for their Units and, consequently, such
Unitholders may have an increase in taxable gain or reduction in capital
loss upon the disposition of such Units. Gain or loss upon the sale or
redemption of Units is measured by comparing the proceeds of such sale
or redemption with the adjusted basis of the Units. If the Trustee
disposes of Bonds (whether by sale, payment at maturity, redemption or
otherwise), gain or loss is recognized to the Unitholder. The amount of
any such gain or loss is measured by comparing the Unitholder's pro rata
share of the total proceeds from such disposition with the Unitholder's
basis for his or her fractional interest in the asset disposed of. In
the case of a Unitholder who purchases Units, such basis (before
adjustment for earned original issue discount and amortized bond
premium, if any) is determined by apportioning the cost of the Units
among each of the Trust assets ratably according to value as of the date
of acquisition of the Units. The tax cost reduction requirements of said
Code relating to amortization of bond premium may, under some
circumstances, result in the Unitholder realizing a taxable gain when
his or her Units are sold or redeemed for an amount equal to their
original cost; and
(3) any amounts paid on defaulted Bonds held by the Trustee under policies
of insurance issued with respect to such Bonds will be excludable from
Federal gross income if, and to the same extent as, such interest would
have been so excludable if paid by the respective issuer. Paragraph (2)
of this opinion is accordingly applicable to policy proceeds
representing maturing interest.
In the opinion of Carter, Ledyard & Milburn, counsel to the Trustee, and, in the
absence of a New York Trust from the Series, special counsel for the Series for
New York tax matters, under existing law:
Under the income tax laws of the State and City of New York, each Trust
is not an association taxable as a corporation and the income of each Trust
will be treated as the income of the Unitholders.
For a summary of each opinion of special counsel to the respective State
Trusts for state tax matters, see Section 3.
ALL STATEMENTS IN THE PROSPECTUS CONCERNING EXEMPTION FROM FEDERAL, STATE OR
OTHER TAXES ARE THE OPINION OF COUNSEL AND ARE TO BE SO CONSTRUED.
The redemption of Units in a Trust by a Unitholder would result in each of
the remaining Unitholders of said Trust owning a greater proportionate interest
in the remaining assets of said Trust. Although present law does not directly
address this matter, it would appear reasonable that a remaining Unitholder's
tax basis in his Units would include his proportionate share of any proceeds
received by the Trust on the sale of bonds which were not distributed to him but
were instead used by the Trust to redeem Units and that his tax basis in the
remaining assets of the Trust would accordingly be increased by such share of
proceeds, based on the relative fair market value of the remaining assets of the
Trust as of the date of such redemption.
Sections 1288 and 1272 of the Code provide a complex set of rules governing
the accrual of original issue discount. These rules provide that original issue
discount accrues either on the basis of a constant compound interest rate or
ratably over the term of the Bond, depending on the date the Bond was issued. In
addition, special rules apply if the purchase price of a Bond exceeds the
original issue price plus the amount of original issue discount which would have
previously accrued based upon its issue price (its "adjusted issue price"). The
application of these rules will also vary depending on the value of the Bond on
the date a Unitholder
A-19
<PAGE>
acquires his Units, and the price the Unitholder pays for his Units. The accrual
of tax-exempt original issue discount on zero coupon bonds and other original
issue discount bonds will result in an increase in the Unitholder's basis in
such obligations and, accordingly, in his basis in his Units.
The Tax Act subjects tax-exempt bonds to the market discount rules of the
Code effective for bonds purchased after April 30, 1993. In general, market
discount is the amount (if any) by which the stated redemption price at maturity
exceeds an investor's purchase price (except to the extent that such difference,
if any, is attributable to original issue discount not yet accrued). Under the
Tax Act, accretion of market discount is taxable as ORDINARY INCOME; under prior
law, the accretion had been treated as capital gain. Market discount that
accretes while the Trust holds a Bond would be recognized as ordinary income by
the Unitholders when principal payments are received on the Bond, upon sale or
at redemption (including early redemption), or upon the sale or redemption of
his or her Units, unless a Unitholder elects to include market discount in
taxable income as it accrues. The market discount rules are complex and
Unitholders should consult their tax advisors regarding these rules and their
application.
The Internal Revenue Code provides that interest on indebtedness incurred or
continued to purchase or carry obligations, the interest on which is wholly
exempt from Federal income taxes, is not deductible. Because each Unitholder is
treated for Federal income tax purposes as the owner of a pro rata share of the
Bonds owned by the applicable Trust, interest on borrowed funds used to purchase
or carry Units of such Trust will not be deductible for Federal income tax
purposes. Under rules used by the Internal Revenue Service for determining when
borrowed funds are considered used for the purpose of purchasing or carrying
particular assets, the purchase of Units may be considered to have been made
with borrowed funds even though the borrowed funds are not directly traceable to
the purchase of Units (however, these rules generally do not apply to interest
paid on indebtedness incurred to purchase or improve a personal residence).
Similar rules are generally applicable for state tax purposes. Special rules
apply in the case of certain financial institutions that acquire Units.
Investors with questions regarding these issues should consult with their tax
advisers.
In general, each issue of bonds in the Trusts is subject to certain
post-issuance requirements which must be met in order for the interest on the
Bonds to be and remain exempt from Federal income taxation. Bond counsel to each
issuer generally has opined that, assuming continuing compliance by such issuers
with certain covenants, interest on such Bonds will continue to be exempt from
Federal income taxation (other than with respect to the application to corporate
Unitholders of the alternative minimum tax or the Superfund Tax, as discussed
below).
For purposes of computing the alternative minimum tax for individuals and
corporations, interest on certain specified tax-exempt private activity bonds is
included as a preference item. The Trusts do not include any such bonds.
For taxpayers other than corporations, net capital gains are presently
subject to a maximum tax rate of 28 percent. However, it should be noted that
legislative proposals are introduced from time to time that affect tax rates and
could affect relative differences at which ordinary income and capital gains are
taxed.
CERTAIN TAX MATTERS APPLICABLE TO CORPORATE UNITHOLDERS. In the case of
certain corporations, the alternative minimum tax and the Superfund Tax depend
upon the corporation's alternative minimum taxable income ("AMTI"), which is the
corporation's taxable income with certain adjustments. One of the adjustment
items used in computing AMTI and the Superfund Tax of a corporation (other than
an S corporation, Regulated Investment Company, Real Estate Investment Trust, or
REMIC) is an amount equal to 75% of the excess of such
A-20
<PAGE>
corporation's "adjusted current earnings" over an amount equal to its AMTI
(before such adjustment item and the alternative tax net operation loss
deduction). Although tax-exempt interest received by each of the Trusts on Bonds
deposited therein will not be included in the gross income of corporations for
Federal income tax purposes, "adjusted current earnings" includes all tax-exempt
interest, including interest on all Bonds in the Trust and tax-exempt original
issue discount.
Corporate Unitholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them resulting under the Federal
tax law, including the corporate alternative minimum tax, the Superfund Tax and
the branch profits tax imposed by Section 884 of the Code.
EXCEPT AS NOTED ABOVE AND IN SECTION 3, THE EXEMPTION OF INTEREST ON STATE
AND LOCAL OBLIGATIONS FOR FEDERAL INCOME TAX PURPOSES DOES NOT NECESSARILY
RESULT IN EXEMPTION UNDER THE INCOME OR OTHER TAX LAWS OF ANY STATE OR CITY. THE
LAWS OF THE SEVERAL STATES VARY WITH RESPECT TO THE TAXATION OF SUCH
OBLIGATIONS.
12. WHAT ARE NORMAL TRUST OPERATING EXPENSES?
No annual advisory fee is charged the Trusts by the Sponsor. The Sponsor does,
however, receive a fee of $0.17 per annum per $1,000 principal amount of the
underlying Bonds in each Trust for regularly evaluating the Bonds and for
maintaining surveillance over the portfolio. (See Section 16.)
For Traditional Trusts, the Trustee receives for ordinary recurring services
an annual fee computed at $1.08 per $1,000 principal amount of underlying Bonds
in the Trusts for that portion of each Trust under the monthly distribution plan
and $0.76 and $0.57 per $1,000 principal amount of underlying Bonds,
respectively, for those portions of each Trust representing quarterly and
semi-annual distribution plans; for Insured Trusts, the Trustee receives for
ordinary recurring services an annual fee computed at $1.12 per $1,000 principal
amount of underlying Bonds in the Trusts for that portion of each Trust under
the monthly distribution plan and $0.80 and $0.61 per $1,000 principal amount of
underlying Bonds, respectively, for those portions of each Trust representing
quarterly and semi-annual distribution plans. The Trustee's fee may be adjusted
provided that all adjustments upward will not exceed the cumulative percentage
increase of the United States Department of Labor's Consumer Price Index
entitled "All Services Less Rent" since the establishment of the Trusts. The
Trustee has the use of funds, if any, being held in the Interest and Principal
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 Fund is
expected to result from such use of these funds.
Premiums for the policies of insurance obtained by the Sponsor or by the
Bond issuers with respect to the Bonds in the Insured Trusts and with respect to
insured Bonds in Traditional Trusts have been paid in full prior to the deposit
of the Bonds in the Trusts, and the value of such insurance has been included in
the evaluation of the Bonds in each Trust and accordingly in the Public Offering
Price of Units of each Trust. There are no annual continuing premiums for such
insurance.
The Sponsor has borne all costs of creating and establishing the Trusts. The
following are 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 Bonds 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
A-21
<PAGE>
recurring services and for extraordinary non-recurring services rendered
pursuant to the Indenture, all disbursements and expenses including counsel fees
(including fees of bond 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 Trustee is empowered to sell Bonds in order to pay
these amounts if funds are not otherwise available in the applicable Interest
and Principal Accounts.
The Indenture requires each Trust to be audited on an annual basis at the
expense of the Trust by independent public accountants selected by the Sponsor.
The Trustee shall not be required, however, to cause such an audit to be
performed if its cost to a Trust shall exceed $.05 per Unit on an annual basis.
Unitholders of a Trust covered by an audit may obtain a copy of the audited
financial statements upon request.
13. WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?
Interest received by the Trustee on the Bonds in each Trust, including that part
of the proceeds of any disposition of Bonds which represents accrued interest
and including any insurance proceeds representing interest due on defaulted
Bonds, shall be credited to the "Interest Account" of such Trust and all other
moneys received by the Trustee shall be credited to the "Principal Account" of
such Trust.
The pro rata share of cash in the Principal Account in each Trust will be
computed as of each semi-annual Record Date and distributions to the Unitholders
as of such Record Date will be made on or shortly after the fifteenth day of the
month. Proceeds received from the disposition, including sale, call or maturity,
of any of the Bonds and all amounts paid with respect to zero coupon bonds and
Stripped Obligations will be held in the Principal Account and either used to
pay for Units redeemed or distributed on the Distribution Date following the
next semi-annual Record Date. The Trustee is not required to make a distribution
from the Principal Account of any Trust unless the amount available for
distribution in such account equals at least ten cents per Unit.
The pro rata share of the Interest Account in each Trust will be computed by
the Trustee each month as of each Record Date and distributions will be made on
or shortly after the fifteenth day of the month to Unitholders of such Trust as
of the Record Date who are entitled to distributions at that time under the plan
of distribution chosen. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the Distribution Date
following the next Record Date under the applicable plan of distribution.
Purchasers of Units who desire to receive interest distributions on a
monthly or quarterly basis may elect to do so at the time of purchase during the
initial public offering period. Those indicating no choice will be deemed to
have chosen the semi-annual distribution plan. All Unitholders, however, who
purchase Units during the initial public offering period and who hold them of
record on the first Record Date will receive the first distribution of interest.
Thereafter, Record Dates for monthly distributions will be the first day of each
month; Record Dates for quarterly distributions will be the first day of
February, May, August and November; and Record Dates for semi-annual
distributions will be the first day of May and November.
Details of distributions per Unit of each Trust under the various plans
based upon estimated Net Annual Interest Income at the Date of Deposit are shown
in the tables appearing in Section 3. The amount of the regular distributions
will remain the same so long as each Trust portfolio remains the same, and will
generally change when Bonds are redeemed, mature or are sold.
A-22
<PAGE>
The plan of distribution selected by a Unitholder will remain in effect
until changed. Unitholders purchasing Units in the secondary market will
initially receive distributions in accordance with the election of the prior
owner. Unitholders desiring to change their plan of distribution may do so by
sending a written notice requesting the change, together with any
Certificate(s), to the Trustee. The notice and any Certificate(s) must be
received by the Trustee not later than the semi-annual Record Date to be
effective as of the semi-annual distribution following the subsequent
semi-annual Record Date. Unitholders are requested to make any such changes
within 45 days prior to the applicable Record Date. Certificates should only be
sent by registered or certified mail to minimize the possibility of their being
lost or stolen. (See Section 18.) If no notice is received in proper form by the
Trustee, the Unitholder will be deemed to have elected to continue the same
plan.
As of the first day of each month the Trustee will deduct from the Interest
Account of a Trust or, to the extent funds are not sufficient therein, from the
Principal Account of a Trust, amounts needed for payment of expenses of such
Trust. The Trustee also may withdraw from said accounts such amount, if any, as
it deems necessary to establish a reserve for any governmental charges payable
out of such Trust. Amounts so withdrawn shall not be considered a part of the
Trust's assets until such time as the Trustee shall return all or any part of
such amounts to the appropriate account.
For the purpose of minimizing fluctuations in the distributions from the
Interest Account of a Trust, the Trustee is authorized to advance such amounts
as may be necessary to provide for interest distributions of approximately equal
amounts. The Trustee shall be reimbursed, without interest, for any such
advances from funds in the Interest Account of such Trust. It is expected that
collections of interest, except during the first few months after the Date of
Deposit, will be in such amounts that it will not be necessary for advancements
to be made by the Trustee.
The Trustee shall withdraw from the Interest Account and the Principal
Account of a Trust such amounts as may be necessary to cover redemptions of
Units of such Trust by the Trustee. (See Section 19.)
Funds which are available for future distributions, redemptions and payment
of expenses are held in accounts which are non-interest bearing to Unitholders
and are available for use by the Trustee pursuant to normal banking procedures.
14. ACCUMULATION PLAN
The Sponsor, John Nuveen & Co. Incorporated, is also the principal underwriter
of the Nuveen Municipal Bond Fund, Inc. (the "Bond Fund"), Nuveen Tax-Free
Reserves, Inc. ("Tax-Free Reserves"), Nuveen California Tax-Free Fund, Inc. (the
"California Fund"), Nuveen Tax-Free Bond Fund, Inc. ("Tax-Free Bond Fund"),
Nuveen Insured Tax-Free Bond Fund, Inc. (the "Insured Bond Fund") and Nuveen
Tax-Free Money Market Fund, Inc. (the "Money Market Fund") and the Nuveen
Multistate Tax-Free Trust (the "Multistate Trust"). Each of these funds
(together, the "Accumulation Funds") is an open-end, diversified management
investment company into which Unitholders may choose to reinvest Trust
distributions automatically, without any sales charge. (Reinvestment in the
California Fund is available only to Unitholders who are California residents.
Reinvestment in the State Portfolios of the Tax-Free Bond Fund, the Insured Bond
Fund, the Money Market Fund and the Multistate Trust is available only to
Unitholders who are residents of the states for which such portfolios are
named.) Unitholders may reinvest both interest and principal distributions or
principal 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 Nuveen Advisory Corp., a wholly-owned
subsidiary of the Sponsor. The following is a
A-23
<PAGE>
general description of the investment objectives and policies of each
Accumulation Fund. For a more detailed description, Unitholders should read the
prospectus of the Accumulation Fund in which they are interested.
THE BOND FUND
The Bond Fund has the objective of providing, through investment in a
professionally managed portfolio of long-term municipal bonds, as high a level
of current interest income exempt from Federal income tax as is consistent with
preservation of capital. The Bond Fund may include in its portfolio tax-exempt
bonds rated Baa or BBB or better by Moody's or Standard & Poor's, unrated bonds
which, in the opinion of the investment adviser, have credit characteristics
equivalent to bonds rated Baa or BBB or better, and certain temporary
investments, including securities the interest income from which may be subject
to Federal income tax.
TAX-FREE RESERVES
Tax-Free Reserves is a "money market" fund that includes in its portfolio
only obligations maturing within one year from the date of acquisition,
maintains an average maturity of all investments of 120 days or less, values its
portfolio at amortized cost and seeks to maintain a net asset value of $1.00 per
share. It provides checkwriting and expedited wire redemption privileges for its
shareholders. Tax-Free Reserves has the objective of providing, through
investment in a professionally managed portfolio of high quality short-term
municipal obligations, as high a level of current interest income exempt from
Federal income tax as is consistent with preservation of capital and the
maintenance of liquidity. Tax-Free Reserves may include in its portfolio
municipal obligations rated Aaa, Aa, MIG-1, VMIG-1 or Prime-1 by Moody's or AAA,
AA, SP-1 or A-1 by Standard & Poor's, unrated municipal obligations that, in the
opinion of the investment adviser, have credit characteristics equivalent to
obligations rated as above, tax-exempt obligations backed by the U.S.
Government, and temporary investments that may be subject to Federal income tax.
THE CALIFORNIA FUND
The California Fund has the objective of providing, through investment in
professionally managed portfolios of California municipal obligations, as high a
level of current interest income exempt from both Federal and California income
taxes as is consistent with the investment policies of each of the portfolios of
the California Fund and with preservation of capital. Each portfolio of the
California Fund may include temporary investments that may be subject to tax.
California Unitholders may reinvest in one of three portfolios of the California
Fund: The Nuveen California Tax-Free Value Fund, the Nuveen California Insured
Tax-Free Value Fund and the Nuveen California Tax-Free Money Market Fund.
The Nuveen California Tax-Free Value Fund invests primarily in long-term
investment grade California tax-exempt bonds (I.E., bonds rated in the four
highest categories by Moody's or Standard & Poor's or, if unrated, that have
equivalent credit characteristics). The Nuveen California Insured Tax-Free Value
Fund invests primarily in the same type of investments as the Special Bond
Portfolio, each of which is covered by insurance guaranteeing the timely payment
of principal and interest or is backed by a deposit of U.S. Government
securities.
The Nuveen California Tax-Free Money Market Fund invests primarily in
high-quality short term California tax-exempt money market instruments (I.E.,
obligations rated in the two highest categories by Moody's or Standard & Poor's
or, if unrated, that have equivalent credit characteristics). This portfolio
will include only obligations maturing within one year from the date of
acquisition, will maintain an average maturity of all investments of 120 days or
less, will value its portfolio at amortized cost and will seek to maintain a net
asset
A-24
<PAGE>
value of $1.00 per share. The Nuveen California Tax-Free Money Market Fund
provides for an expedited wire redemption privilege.
THE TAX-FREE BOND FUND
The Tax-Free Bond Fund consists of the Nuveen Massachusetts Tax-Free Value
Fund, the Nuveen New York Tax-Free Value Fund, the Nuveen Ohio Tax-Free Value
Fund, and the Nuveen New Jersey Tax-Free Value Fund, which are each available
for reinvestment to Unitholders who are residents of the state for which such
portfolio is named. The Tax-Free Bond Fund has the objective of providing,
through investment in a professionally managed portfolio of municipal bonds, as
high a level of current interest income exempt both from Federal income tax and
from the income tax imposed by each portfolio's designated state as is
consistent with preservation of capital. The Tax-Free Bond Fund may include in
each of its portfolios tax-exempt bonds rated Baa or BBB or better; unrated
bonds which, in the opinion of the investment adviser, have credit
characteristics equivalent to bonds rated Baa or BBB or better; and certain
temporary investments, including securities the interest income from which may
be subject to Federal and state income tax.
THE INSURED BOND FUND
The Insured Bond Fund consists of the Nuveen Insured Municipal Bond Fund,
the Nuveen Massachusetts Insured Tax-Free Value Fund and the Nuveen New York
Insured Tax-Free Value Fund, which are each available for reinvestment to
Unitholders. (The Massachusetts and New York Portfolios are available only to
those Unitholders who are residents of the state for which the portfolio is
named.) The Insured Bond Fund has the objective of providing, through investment
in professionally managed portfolios of municipal bonds, as high a level of
current interest income exempt from both Federal income tax and, in the case of
designated state portfolios, from the income tax imposed by each portfolio's
designated state, as is consistent with preservation of capital. The Insured
Bond Fund may include in each of its portfolios the same type of investments as
the Tax-Free Bond Fund, each of which is covered by insurance guaranteeing the
timely payment of principal and interest or is backed by a deposit of U.S.
Government securities.
THE MONEY MARKET FUND
The Money Market Fund consists of the Nuveen Massachusetts Tax-Free Money
Market Fund and the Nuveen New York Tax-Free Money Market Fund, which are each
available for reinvestment to Unitholders who are residents of the state for
which such portfolio is named. The Money Market Fund includes in its portfolios
only obligations maturing within one year from the date of acquisition,
maintains an average maturity of 120 days or less, values its portfolios at
amortized cost and seeks to maintain a net asset value of $1.00 per share. The
Money Market Fund has the objective of providing, through investment in
professionally managed portfolios of high quality short-term municipal
obligations, as high a level of current interest income exempt both from Federal
income tax and from the income tax imposed by each portfolio's designated state
as is consistent with stability of principal and the maintenance of liquidity.
The Money Market Fund may include in each of its portfolios municipal
obligations rated Aaa, Aa, MIG-1, MIG-2, VMIG-1, VMIG-2, Prime 1 or Prime 2 by
Moody's or AAA, AA, SP-1, SP-2, A-1 or A-2 by Standard & Poor's; unrated
municipal obligations that, in the opinion of the investment adviser, have
credit characteristics equivalent to obligations rated as above; and temporary
investments that may be subject to Federal and state income tax.
A-25
<PAGE>
THE MULTISTATE TRUST
The Multistate Trust consists of the Nuveen Arizona Tax-Free Value Fund, the
Nuveen Florida Tax-Free Value Fund, the Nuveen Maryland Tax-Free Value Fund, the
Nuveen Michigan Tax-Free Value Fund, the Nuveen New Jersey Tax-Free Value Fund,
the Nuveen Pennsylvania Tax-Free Value Fund and the Nuveen Virginia Tax Free
Value Fund, which are each available for reinvestment to Unitholders who are
residents of the state for which such portfolio is named. The Multistate Trust
has the objective of providing, through investment in a professionally managed
portfolio of municipal bonds, as high a level of current interest income exempt
from both regular Federal income tax and the applicable state personal income
tax as is consistent with preservation of capital. The Multistate Trust may
include in each of its portfolios tax-exempt bonds rated "Baa" or "BBB" or
better, unrated bonds which, in the opinion of the investment advisor, have
credit characteristics equivalent to bonds rated "baa" or "BBB" or better,
limited to no more than 20% of the Multistate Trust's assets, and certain
temporary investments that may be subject to Federal and state income tax.
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 select 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 normally open ("business day") if
the distribution date is not a business day, automatically be received by
Shareholder Services, Inc., 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.
Shareholder Services, Inc. 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 interest
distributions or as a result of reinvestment of Accumulation Fund dividends. Any
distribution of principal used to purchase shares of an Accumulation Fund will
be separately confirmed by Shareholder Services, Inc. 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 principal only reinvestment to reinvestment of both
principal and interest 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.
15. HOW DETAILED ARE REPORTS TO UNITHOLDERS?
The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of interest and, if any, 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 and a year to date summary of all distributions
paid on said Units. Within a reasonable period of time after the
A-26
<PAGE>
end of each calendar year, the Trustee shall furnish to each person who at any
time during the calendar year was a registered Unitholder of a Trust a statement
with respect to such Trust (i) as to the Interest Account: interest received
(including amounts representing interest received upon any disposition of
Bonds), and, except for any State Trust, the percentage of such interest by
states in which the issuers of the Bonds are located, deductions for fees and
expenses of such Trust, redemption of Units and the balance remaining after such
distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (ii) as to the
Principal Account: the dates of disposition of any Bonds and the net proceeds
received therefrom (excluding any portion representing accrued interest), the
amount paid for purchase of Replacement Bonds, the amount paid upon redemption
of Units, deductions for payment of applicable taxes and fees and expenses of
the Trustee, and the balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; (iii) a list of the Bonds held and the number of Units
outstanding on the last business day of such calendar year; (iv) the Unit Value
based upon the last computation thereof made during such calendar year; and (v)
amounts actually distributed during such calendar year from the Interest Account
and from the Principal Account, separately stated, expressed both as total
dollar amounts and as dollar amounts representing the pro rata share of each
Unit outstanding.
Each annual statement will reflect pertinent information in respect of all
plans of distribution so that Unitholders may be informed regarding the results
of other plans of distribution.
16. UNIT VALUE AND EVALUATION
The value of each Trust is determined by the Sponsor on the basis of (1) the
cash on hand in the Trust or moneys in the process of being collected, (2) the
value of the Bonds in the Trust based on the BID prices of the Bonds and (3)
interest accrued thereon not subject to collection, LESS (1) amounts
representing taxes or governmental charges payable out of the Trust and (2) the
accrued expenses of the Trust. The result of such computation is divided by the
number of Units of such Trust outstanding as of the date thereof to determine
the per Unit value ("Unit Value") of such Trust. The Sponsor may determine the
value of the Bonds in each Trust (1) on the basis of current BID prices of the
Bonds obtained from dealers or brokers who customarily deal in bonds comparable
to those held by the Trust, (2) if bid prices are not available for any of the
Bonds, on the basis of bid prices for comparable bonds, (3) by causing the value
of the Bonds to be determined by others engaged in the practice of evaluating,
quoting or appraising comparable bonds or (4) by any combination of the above.
Although the Unit Value of each Trust is based on the BID prices of the Bonds,
the Units are sold initially to the public at the Public Offering Price based on
the OFFERING prices of the Bonds.
Because the insurance obtained by the Sponsor or by the issuers of Bonds
with respect to the Bonds in the Insured Trusts and with respect to insured
Bonds in Traditional Trusts is effective so long as such Bonds are outstanding,
such insurance will be taken into account in determining the bid and offering
prices of such Bonds and therefore some value attributable to such insurance
will be included in the value of Units of Trusts that include such Bonds.
17. HOW UNITS OF THE TRUSTS ARE DISTRIBUTED TO THE PUBLIC
John Nuveen & Co. Incorporated is the Sponsor and sole Underwriter of the Units.
It is the intention of the Sponsor to qualify Units of National, Long
Intermediate, Intermediate, Short Intermediate and Short Term Trusts for sale
under the laws of substantially all of the states,
A-27
<PAGE>
and Units of State Trusts only in the state for which the Trust is named and
selected other states.
Promptly following the deposit of Bonds 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.
The Sponsor plans to allow a discount to brokers and dealers in connection
with the primary distribution of Units and also in secondary market
transactions. The primary market discounts are as follows:
<TABLE>
<CAPTION>
Discount per Unit
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
National Long Inter- Short Inter-
and State mediate Intermediate mediate Short Term
Number of Units* Trusts Trusts Trusts Trusts Trusts
- ------------------------------ ---------- ------------- ------------- ------------- -----------
Less than 1,000............... $3.20 $2.90 $2.70 $2.00 $1.50
1,000 but less than 2,500..... 3.20 2.70 2.50 1.80 1.30
2,500 but less than 5,000..... 3.20 2.45 2.25 1.55 1.05
5,000 but less than 10,000.... 2.50 2.45 2.25 1.55 1.05
10,000 or more................ 2.00 2.00 2.00 1.30 .80
</TABLE>
* The discount is also applied on a dollar basis utilizing a breakpoint
equivalent in the above table of $100,000 to 1,000 Units, etc.
The Sponsor currently intends to maintain a secondary market for Units of
each Trust. See Section 7. The amount of the dealer concession on secondary
market purchases of Trust Units through the Sponsor will be computed based upon
the value of the Bonds in the Trust portfolio, including the sales charge
computed as described in Section 6, and adjusted to reflect the cash position of
the Trust principal account, and will vary with the size of the purchase as
shown in the following table:
<TABLE>
<CAPTION>
Amount of Purchase*
------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $250,000 $500,000
Under to to to $1,000,000
Years to Maturity $100,000 $249,999 $499,999 $999,999 or more
- -------------------------- --------- --------- --------- --------- ----------
Less than 1............... 0 0 0 0 0
1 but less than 2......... 1.00% .85% .80% .70% .55%
2 but less than 3......... 1.30% 1.10% 1.00% .90% .70%
3 but less than 4......... 1.60% 1.35% 1.25% 1.10% .90%
4 but less than 5......... 2.00% 1.75% 1.55% 1.40% 1.25%
5 but less than 7......... 2.30% 1.95% 1.80% 1.65% 1.50%
7 but less than 10........ 2.60% 2.25% 2.10% 1.95% 1.70%
10 but less than 13....... 3.00% 2.60% 2.45% 2.30% 2.00%
13 but less than 16....... 3.25% 3.00% 2.75% 2.50% 2.15%
16 or more................ 3.50% 3.50% 3.35% 3.00% 2.50%
</TABLE>
*Breakpoint sales charges and related dealer concessions are computed both on a
dollar basis and on the basis of the number of Units purchased, using the
equivalent of 1,000 Units to $100,000, 2,500 Units to $250,000, etc., and will
be applied on that basis which is more favorable to the purchaser.
The Sponsor reserves the right to change the foregoing dealer concessions
from time to time.
Certain commercial banks are making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to the banks in the amounts shown in the
above table. The Glass-Steagall Act prohibits banks from underwriting Trust
Units; the Act does, however, permit certain agency transactions and banking
regulators have not indicated that these particular agency
A-28
<PAGE>
transactions are not permitted under the Act. In Texas and in certain other
states, any bank making Units available must be registered as a broker-dealer
under state law.
To facilitate the handling of transactions, sales of Units shall be limited
to transactions involving a minimum of either $5,000 or 50 Units, whichever is
less. The Sponsor reserves the right to reject, in whole or in part, any order
for the purchase of Units.
18. OWNERSHIP AND TRANSFER OF UNITS
The ownership of Units is evidenced either by Certificates executed by the
Trustee or by book entry positions recorded on the books and records of the
Trustee. The Trustee is authorized to treat as the owner of Units that person
who at the time is registered as such on the books of the Trustee. Any
Unitholder who holds a Certificate may change to book entry ownership by
submitting to the Trustee the Certificate along with a written request that the
Units represented by such Certificate be held in book entry form. Likewise, a
Unitholder who holds Units in book entry form may obtain a Certificate for such
Units by written request to the Trustee. Units may be held in denominations of
one Unit or any multiple or fraction thereof. Fractions of Units are computed to
three decimal places. Any Certificates issued will be numbered serially for
identification, and are issued in fully registered form, transferable only on
the books of the Trustee. Book entry Unitholders will receive a Book Entry
Position Confirmation reflecting their ownership.
Certificates for Units will bear an appropriate notation on their face
indicating which plan of distribution has been selected. When a change is made,
the existing Certificates must be surrendered to the Trustee and new
Certificates issued to reflect the currently effective plan of distribution.
There will be no charge for this service. Holders of book entry Units can change
their plan of distribution by making a written request to the Trustee, which
will issue a new Book Entry Position Confirmation to reflect such change.
Units are transferable by making a written request to the Trustee and, in
the case of Units evidenced by Certificate(s), by presenting and surrendering
such Certificate(s) to the Trustee, at its corporate trust office in New York
City, properly endorsed or accompanied by a written instrument or instruments of
transfer. The Certificate(s) should be sent registered or certified mail for the
protection of the Unitholder. Each Unitholder must sign such written request,
and such Certificate(s) or transfer instrument, exactly as his name appears on
(a) the face of the Certificate(s) representing the Units to be transferred, or
(b) the Book Entry Position Confirmation(s) relating to the Units to be
transferred. Such signature(s) must be guaranteed by a member of an approved
Medallion Guarantee Program or in such other manner as may be acceptable to the
Trustee. In certain instances the Trustee may require additional documents such
as, but not limited to, trust instruments, certificates of death, appointments
as executor or administrator or certificates of corporate authority. Mutilated
Certificates must be surrendered to the Trustee in order for a replacement
Certificate to be issued.
Although at the date hereof no charge is made and none is contemplated, a
Unitholder may be required to pay $2.00 to the Trustee for each Certificate
reissued or transfer of Units requested and to pay any governmental charge which
may be imposed in connection therewith.
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES.
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur.
The indemnification protects the Trustee, Sponsor, and Trust from risk if
the original Certificate is presented for transfer or redemption by a person who
purchased it in good faith, for value and without notice of any fraud or
irregularity.
A-29
<PAGE>
This indemnification must be in the form of an Open Penalty Bond of
Indemnification. The premium for such an indemnity bond may vary from time to
time, but currently amounts to 1 1/2% of the market value of the Units
represented by the Certificate. In the case however, of a Trust as to which
notice of termination has been given, the premium currently amounts to 1% of the
market value of the Units represented by such Certificate.
19. HOW UNITS MAY BE REDEEMED WITHOUT CHARGE
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
its corporate trust office in New York City (redemptions of 1,000 Units or more
will require a signature guarantee), (2) in the case of Units evidenced by a
Certificate, by also tendering such Certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signatures guaranteed as
explained in Section 18 above, and (3) payment of applicable governmental
charges, if any. Certificates should be sent only by registered or certified
mail to minimize the possibility of their being lost or stolen. In order to
effect a redemption of Units evidenced by a Certificate, a Unitholder must
tender the Certificate to the Trustee or provide satisfactory indemnity required
in connection with lost, stolen or destroyed Certificates (See Section 18). No
redemption fee will be charged. A Unitholder may authorize the Trustee to honor
telephone instructions for the redemption of Units held in book entry form.
Units represented by Certificates may not be redeemed by telephone. The proceeds
of Units redeemed by telephone will be sent by check either to the Unitholder at
the address specified on his account or to a financial institution specified by
the Unitholder for credit to the account of the Unitholder. A Unitholder wishing
to use this method of redemption must complete a Telephone Redemption
Authorization Form and furnish the Form to the Trustee. Telephone Redemption
Authorization Forms can be obtained from a Unitholder's registered
representative or by calling the Trustee. Once the completed Form is on file,
the Trustee will honor telephone redemption requests by any person. If the
telephone redemption request is received prior to 4:00 p.m. eastern time, the
Unitholder will be entitled to receive for each Unit tendered the Redemption
Price as determined above. A telephone redemption request received after 4:00
p.m. eastern time will be treated as having been received the following business
day. The redemption proceeds will be mailed within seven calendar days following
the telephone redemption request. Telephone redemptions are limited to 1,000
Units or less. 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 seventh calendar day following the date of tender, or if the seventh
calendar day is not a business day, on the first business day prior thereto, 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 on the date of tender as defined hereafter, plus accrued interest
to, but not including, the fifth business day after the date of tender
("Redemption Price"). The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Bonds on
the date of tender. Such value will vary with market and credit conditions,
including changes in interest rate levels. Unitholders should check with the
Trustee or their broker to determine the Redemption Price before tendering
Units.
While the Trustee has the power to determine Redemption Price when Units are
tendered, the authority has by practice been delegated by the Trustee to John
Nuveen & Co. Incorporated, which determines the Redemption Price on a daily
basis.
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 as
regards a redemption request
A-30
<PAGE>
received after 4:00 p.m. eastern time or on any day on which the New York Stock
Exchange (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.
Accrued interest paid on redemption shall be withdrawn from the Interest
Account of the appropriate Trust or, if the balance therein is insufficient,
from the Principal Account of such Trust. All other amounts paid on redemption
shall be withdrawn from the Principal Account. The Trustee is empowered to sell
underlying Bonds of a Trust in order to make funds available for redemption.
(See Section 21.) Units so redeemed shall be cancelled.
To the extent that Bonds are sold from a Trust, the size and diversity of
such Trust will be reduced. Such sales may be required at a time when Bonds
would not otherwise be sold and might result in lower prices than might
otherwise be realized.
The Redemption Price is determined on the basis of the BID prices of the
Bonds in each Trust, while the initial Public Offering Price of Units will be
determined on the basis of the OFFERING prices of the Bonds as of 4:00 p.m.
eastern time on any day on which the Exchange is normally open for trading and
such determination is made. As of any given time, the difference between the bid
and offering prices of such Bonds may be expected to average 1% to 2% of
principal amount in the case of Bonds in National, Long Intermediate and State
Trusts, 3/4% to 1 1/2% in the case of Bonds in Intermediate, and Short
Intermediate Trusts and 1/2% to 3/4% in the case of Bonds in Short Term Trusts.
In the case of actively traded Bonds, the difference may be as little as 1/4 to
1/2 of 1%, and in the case of inactively traded Bonds such difference usually
will not exceed 3%. The difference between the aggregate offering prices of the
Bonds in each Trust and the aggregate bid prices thereof on the business day
prior to the Date of Deposit is shown in the discussion of specific trust
matters.
The right of redemption may be suspended and payment postponed for any
period during which the Securities and Exchange Commission determines that
trading in the municipal bond market is restricted or an emergency exists, as a
result of which disposal or evaluation of the Bonds is not reasonably
practicable, or for such other periods as the Securities and Exchange Commission
may by order permit.
Under regulations issued by the Internal Revenue Service, the Trustee will
be required to withhold 31% 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. Any amount so withheld is
transmitted to the Internal Revenue Service and may be recovered by the
Unitholder only when filing his or her tax return. Under normal circumstances
the Trustee obtains the Unitholder's tax identification number from the selling
broker at the time the Certificate or Book Entry Return Confirmation is issued,
and this number is printed on the Certificate or Book Entry Return Confirmation
and on distribution statements. If a Unitholder's tax identification number does
not appear as described above, or if it is incorrect, the Unitholder should
contact the Trustee before redeeming Units to determine what action, if any, is
required to avoid this "back-up withholding."
20. HOW UNITS MAY BE PURCHASED 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 Section 19.) 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.
A-31
<PAGE>
The Public Offering Price upon resale of any Units thus acquired by the
Sponsor will be calculated in accordance with the procedure described in the
then currently effective prospectus relating to such Units. Any profit resulting
from the resale of such Units will belong to the Sponsor which likewise will
bear any loss resulting from a lower Public Offering Price or Redemption Price
subsequent to its acquisition of such Units.
21. HOW BONDS MAY BE REMOVED FROM THE TRUSTS
Bonds will be removed from a Trust as they mature or are redeemed by the issuers
thereof. See the "Schedules of Investments" and "General Trust Information"
under Section 3 for a discussion of call provisions of portfolio Bonds.
The Indenture also empowers the Trustee to sell Bonds for the purpose of
redeeming Units tendered by any Unitholder, and for the payment of expenses for
which income may not be available. Under the Indenture the Sponsor is obligated
to provide the Trustee with a current list of Bonds in each Trust to be sold in
such circumstances. In deciding which Bonds should be sold the Sponsor intends
to consider, among other things, such factors as: (1) market conditions; (2)
market prices of the Bonds; (3) the effect on income distributions to
Unitholders of the sale of various Bonds; (4) the effect on principal amount of
underlying Bonds per Unit of the sale of various Bonds; (5) the financial
condition of the issuers; and (6) the effect of the sale of various Bonds on the
investment character of the Trust. Such sales, if required, could result in the
sale of Bonds by the Trustee at prices less than original cost to the Trust. To
the extent Bonds are sold, the size and diversity of such Trust will be reduced.
In addition, the Sponsor is empowered to direct the Trustee to liquidate
Bonds upon the happening of certain other events, such as default in the payment
of principal and/or interest, an action of the issuer that will adversely affect
its ability to continue payment of the principal of and interest on its Bonds,
or an adverse change in market, revenue or credit factors affecting the
investment character of the Bonds. If a default in the payment of the principal
of and/or interest on any of the Bonds occurs, and if the Sponsor fails to
instruct the Trustee whether to sell or continue to hold such Bonds within 30
days after notification by the Trustee to the Sponsor of such default, the
Indenture provides that the Trustee shall liquidate said Bonds forthwith and
shall not be liable for any loss so incurred.
In connection with its determination as to the sale or liquidation of any
Bonds, the Sponsor will consider the Bond's then current rating, but because
such ratings are the opinions of the rating agencies as to the quality of Bonds
they undertake to rate and not absolute standards of quality, the Sponsor will
exercise its independent judgment as to Bond creditworthiness.
The Sponsor may also direct the Trustee to liquidate Bonds in a Trust if the
Bonds in the Trust are the subject of an advanced refunding, generally
considered to be when refunding bonds are issued and the proceeds thereof are
deposited in irrevocable trust to retire the refunded Bonds on their redemption
date.
Except as stated in Section 4 regarding the limited right of substitution of
Replacement Bonds for Failed Bonds, and except for refunding securities that may
be exchanged for Bonds under certain conditions specified in the Indenture, the
Indenture does not permit either the Sponsor or the Trustee to acquire or
deposit bonds either in addition to, or in substitution for, any of the Bonds
initially deposited in a Trust.
22. INFORMATION ABOUT THE TRUSTEE
The Trustee is United States Trust Company of New York, with its principal place
of business at 114 West 47th Street, New York, New York 10036 and its corporate
trust office at 770 Broadway, New York, New York 10003. United States Trust
Company of New York, established in 1853, has, since its organization, engaged
primarily in the management of trust and agency accounts for individuals and
corporations. The Trustee is a member of the New York
A-32
<PAGE>
Clearing House Association and is subject to supervision and examination by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System. In
connection with the storage and handling of certain Bonds deposited in the
Trusts, the Trustee may use the services of The Depository Trust Company. These
services would include safekeeping of the Bonds and coupon-clipping, computer
book-entry transfer and institutional delivery services. The Depository Trust
Company is a limited purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System and a clearing
agency registered under the Securities Exchange Act of 1934.
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 Bonds. 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 Bonds or upon the interest thereon or upon it
as Trustee under the Indenture or upon or in respect of any Trust which the
Trustee may be required to pay under any present or future law of the United
States of America or of any other taxing authority having jurisdiction. In
addition, the Indenture contains other customary provisions limiting the
liability of the Trustee.
SUCCESSOR TRUSTEES AND SPONSORS
The Trustee or any successor trustee may resign by executing an instrument
of resignation in writing and filing same with the Sponsor and mailing a copy of
a notice of resignation to all Unitholders then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or a
receiver or other public officer shall take charge of its property or affairs,
the Sponsor may remove the Trustee and appoint a successor by written
instrument. The resignation or removal of a trustee and the appointment of a
successor trustee shall become effective only when the successor trustee accepts
its appointment as such. Any successor trustee shall be a corporation authorized
to exercise corporate trust powers, having capital, surplus and undivided
profits of not less than $5,000,000. Any corporation into which a trustee may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which a trustee shall be a party, shall be the
successor trustee.
If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring trustee
may apply to a court of competent jurisdiction for the appointment of a
successor.
If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
23. INFORMATION ABOUT THE SPONSOR
John Nuveen & Co. Incorporated, the Sponsor and Underwriter, was founded in 1898
and is the oldest and largest investment banking firm specializing in the
underwriting and distribution of tax-exempt securities and maintains the largest
research department in the investment banking community devoted exclusively to
the analysis of municipal securities. In
A-33
<PAGE>
1961 the Sponsor began sponsoring the Nuveen Tax-Exempt Unit Trust and, since
this time, it has issued more than $30 billion in tax-exempt unit trusts,
including over $8 billion in insured trusts. The Sponsor is also principal
underwriter of the Nuveen Municipal Bond Fund, Inc., the Nuveen Tax-Exempt Money
Market Fund, Inc., Nuveen Tax-Free Reserves, Inc., Nuveen California Tax-Free
Fund, Inc., Nuveen Tax-Free Bond Fund, Inc., Nuveen Insured Tax-Free Bond Fund,
Inc. and Nuveen Tax-Free Money Market Fund, Inc., all registered open-end
management investment companies, 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
California Municipal Income Fund, Inc., Nuveen New York 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 New York Municipal
Market Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc.,
Nuveen California Investment Quality Municipal Fund, Inc., Nuveen New York
Investment Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund,
Inc., Nuveen Florida Investment Quality Municipal Fund, Nuveen Pennsylvania
Investment Quality Municipal Fund, Nuveen New Jersey Investment Quality
Municipal Fund, Inc., and the Nuveen Select Quality Municipal Fund, Inc., Nuveen
California 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 New Jersey Quality
Income Municipal Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc.,
Nuveen Pennsylvania Quality Income Municipal Fund, Nuveen Texas Quality Income
Municipal Fund, Nuveen California Quality Income Municipal Fund, Inc., Nuveen
New York Quality Income Municipal 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 Select Tax Free Income
Portfolio 4, Nuveen Premium Income Municipal Fund 3, Inc., Nuveen Insured
California Premium Income Municipal Fund, Inc., Nuveen Arizona Premium Income
Municipal Fund, Inc., Nuveen Insured 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 Ohio Premium
Income Municipal Fund, Inc., Nuveen Pennsylvania Premium Income Municipal Fund,
Nuveen Texas Premium Income Municipal Fund, Nuveen Premium Income Municipal Fund
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Insured
Florida 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 Insured New York Premium Income Municipal
Fund 2, Nuveen New Jersey Premium Income Municipal Fund 2, Nuveen Washington
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund 2,
Nuveen Premium Income Municipal Fund 5, 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 New Jersey Premium Income Municipal Fund 3, Nuveen Florida Premium Income
Municipal Fund, Nuveen New York Premium Income Municipal Fund, Nuveen California
Premium Income Municipal Fund, Nuveen Pennsylvania Premium Income Municipal Fund
3, Nuveen Maryland Income Municipal Fund 2, Nuveen Virginia Premium Income
Municipal Fund 2, Nuveen Ohio Premium Income Municipal Fund 2, Nuveen Insured
Premium Income Municipal Fund 2, Nuveen California Premium Income Municipal Fund
2,
A-34
<PAGE>
Nuveen Premium Income Municipal Fund 6, registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $32.8 billion in tax-exempt securities
under management. Nationwide, more than 1,000,000 individual investors have
purchased Nuveen's tax exempt trusts and funds. The present corporation was
organized in 1967 as a wholly-owned subsidiary of Nuveen Corporation, successor
to the original John Nuveen & Co. founded in 1898 as a sole proprietorship and
incorporated in 1953. In 1974, John Nuveen & Co. Incorporated became a
wholly-owned subsidiary of The St. Paul Companies, Inc., a financial services
management company located in St. Paul, Minnesota. On May 19, 1992, common
shares comprising a minority interest in The John Nuveen Company ("JNC"), a
newly organized corporation which holds all of the shares of Nuveen, were sold
to the general public in an initial public offering. St. Paul retains a
controlling interest in JNC with over 70% of JNC's shares. The Sponsor 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 W. Wacker Drive) and New York (140 Broadway). It maintains 12 regional
offices.
24. OTHER INFORMATION
AMENDMENT OF INDENTURE
The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or (2)
to make such other provisions as shall not adversely affect the Unitholders,
provided, however, that the Indenture may not be amended to increase the number
of Units in any Trust or to permit the deposit or acquisition of bonds either in
addition to, or in substitution for any of the Bonds initially deposited in any
Trust except as stated in Section 4 regarding the limited right of substitution
of Replacement Bonds and except for the substitution of refunding bonds under
certain circumstances. The Trustee shall advise the Unitholders of any amendment
promptly after execution thereof.
TERMINATION OF INDENTURE
Each Trust may be liquidated at any time by written consent of 100% of the
Unitholders or by the Trustee when the value of such Trust, as shown by any
semi-annual evaluation, is less than 20% of the original principal amount of
such Trust and will 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 thereby reducing the net worth of such Trust to less
than 40% of the principal amount of the Bonds originally deposited in the
portfolio. (See "Essential Information Regarding the Trusts.") The sale of Bonds
from the Trusts 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 principal amount of Bonds originally
represented by the Units held by such Unitholder. The Indenture will terminate
upon the redemption, sale or other disposition of the last Bond held thereunder,
but in no event shall it continue beyond the end of the calendar year preceding
the fiftieth anniversary of its execution for National and State Trusts, beyond
the end of the calendar year preceding the twentieth anniversary of its
execution for Long Intermediate, and Intermediate Trusts or beyond the end of
the calendar year preceding the tenth anniversary of its execution for Short
Intermediate and Short Term Trusts.
Written notice of any termination specifying the time or times at which
Unitholders may surrender their Certificates, if any, for cancellation shall be
given by the Trustee to each Unitholder at the address appearing on the
registration books of the Trust maintained by the Trustee. Within a reasonable
time thereafter the Trustee shall liquidate any Bonds in the Trust then held and
shall deduct from the assets of the Trust any accrued costs, expenses or
A-35
<PAGE>
indemnities provided by the Indenture which are allocable to such Trust,
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. The Trustee shall then distribute to Unitholders of
such Trust their pro rata share of the balance of the Interest and Principal
Accounts. With such distribution the Unitholders shall be furnished a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the Trustee
in its sole discretion shall determine that any amounts held in reserve are no
longer necessary, it shall make distribution thereof to Unitholders in the same
manner.
LEGAL OPINION
The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Special counsel for the
Trusts for respective state tax matters are named in "Tax Status" for each Trust
under Section 3. Carter, Ledyard & Milburn, 2 Wall Street, New York, New York
10005, has acted as counsel for the Trustee with respect to the Series, and, in
the absence of a New York Trust from the Series, as special New York tax counsel
for the Series.
AUDITORS
The Statements of Condition and Schedules of Investments at Date of Deposit
included in this Prospectus have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their report in this Prospectus,
and are included herein in reliance upon the authority of said firm as experts
in giving said report.
A-36
<PAGE>
DESCRIPTION OF RATINGS*
STANDARD & POOR'S CORPORATION. A description of the applicable Standard &
Poor's Corporation rating symbols and their meanings follows:
A Standard & Poor's rating is a current assessment of the creditworthiness
of an obligor with respect to a specific debt obligation. This assessment may
take into consideration obligors such as guarantors, insurers or lessees.
The rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.
The ratings are based, in varying degrees, on the following considerations:
I. Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangements under
the laws of bankruptcy and other laws affecting creditors' rights.
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.
AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.
A--Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in the higher rated categories.
Plus (+) or Minus (-): The ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Provisional Ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. Accordingly, the investor should exercise his own judgment with
respect to such likelihood and risk.
- ----------
*As published by the rating companies.
A-37
<PAGE>
Note Ratings: A Standard & Poor's note rating reflects the liquidity
concerns and market access risks unique to notes. Notes due in 3 years or less
will likely receive a note rating. Notes maturing beyond 3 years will most
likely receive a long-term debt rating.
Note rating symbols are as follows:
SP-1 Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
RATINGS OF INSURED TRUST UNITS.
A Standard & Poor's Corporation's rating on the units of an insured
investment trust (hereinafter referred to collectively as "units" and "trusts")
is a current assessment of creditworthiness with respect to the investment held
by such trust. This assessment takes into consideration the financial capacity
of the issuers and of any guarantors, insurers, lessees or mortgagors with
respect to such investments. The assessment, however, does not take into account
the extent to which trust expenses or portfolio asset sales for less than the
trust purchase price will reduce payment to the unitholder of the interest and
principal required to be paid on the portfolio assets. In addition, the rating
is not a recommendation to purchase, sell or hold units, inasmuch as the rating
does not comment as to market price of the units or suitability for a particular
investor.
Units rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard & Poor's and/or certain short-term investments. Standard & Poor's
defines its AAA rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay interest and repay
principal is very strong. However, unit ratings may be subject to revision or
withdrawal at any time by Standard & Poor's and each rating should be evaluated
independently of any other rating.
MOODY'S INVESTORS SERVICE, INC. A brief description of the applicable
Moody's Investors Service, Inc. rating symbols and their meanings follows:
Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues. Their safety is so absolute that,
with the occasional exception of oversupply in a few specific instances,
characteristically, their market value is affected solely by money market
fluctuations.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. Their market value is virtually immune to all but money market
influences, with the occasional exception of oversupply in a few specific
instances.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. The market
value of A-rated bonds may be
A-38
<PAGE>
influenced to some degree by economic performance during a sustained period of
depressed business conditions, but, during periods of normalcy, A-rated bonds
frequently move in parallel with Aaa and Aa obligations, with the occasional
exception of oversupply in a few specific instances.
Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the high
end of its category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. The market value of Baa-rated
bonds is more sensitive to changes in economic circumstances, and aside from
occasional speculative factors applying to some bonds of this class, Baa market
valuations move in parallel with Aaa, Aa and A obligations during periods of
economic normalcy, except in instances of oversupply.
Con. (--)--Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.
Note Ratings:
MIG 1--This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
A-39
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
A-40
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
A-41
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
A-42
<PAGE>
<TABLE>
<C> <S> <C>
NUVEEN Tax-Exempt Unit Trusts
PROSPECTUS
175,000 Units
California Insured Trust 219
Florida Insured Trust 184
Massachusetts Insured Trust
109
New Jersey Insured Trust 171
Pennsylvania Insured Trust
175
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
NUVEEN Tax-Exempt Unit Trusts
Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312.917.7700
Swiss Bank Tower
10 East 50th Street
New York, NY 10022
212.207.2000
Trustee United States Trust Company
of New York
770 Broadway
New York, NY 10003
800.257.8787
Legal Counsel Chapman and Cutler
to Sponsor 111 West Monroe Street
Chicago, IL 60603
Independent Arthur Andersen & Co.
Public 33 West Monroe Street
Accountants Chicago, IL 60603
for the Trusts
</TABLE>
Except as to statements made herein furnished by the Trustee, the Trustee has
assumed no responsibility for the accuracy, adequacy and completeness of the
information contained in this Prospectus.
This Prospectus does not contain all of the information set
forth in the registration statement and exhibits relating thereto, filed with
the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933, and to which reference is made.
No person is authorized to give any information or to make
representations not contained in this Prospectus or in supplementary sales
literature prepared by the Sponsor, and any information or representation not
contained therein must not be relied upon as having been authorized by either
the Trusts, the Trustee or the Sponsor. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, securities in any
State to any person to whom it is not lawful to make such offer in such
state. The Trusts are registered as a Unit Investment Trust under the
Investment Company Act of 1940. Such registration does not imply that the
Trusts or any of their Units has been guaranteed, sponsored, recommended or
approved by the United States or any State or agency or officer thereof.
711
<PAGE>
Statement of differences between electronic filing and printed document.
Pursuant to Rule 499(c) (7) under the Securities Act of 1933 and Rule
20-11 under the Investment Company Act of 1940, Registrant hereby identifies
those differences in the foregoing document between the electronic format in
which it is filed and the printed form in which it will be circulated:
(1) The printed and distributed prospectus may be paged differently
because the printed document may contain a different amount of information on
each page from that contained in the electronic transmission.
(2) On the cover page, in the index and on the last page of the printed
document, solid vertical bars will appear.
(3) In the printed document, footnote symbols may include a "dagger" or
multiple "dagger". The "dagger" symbol is represented as # in the electronic
document.
(4) The printed and distributed prospectus will not contain the
preliminary prospectus legend included at the beginning of the first
prospectus page.
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
A. BONDING ARRANGEMENTS OF DEPOSITOR:
The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:
INSURER/POLICY NO. AMOUNT
United Pacific Insurance Co. $10,000,000
Reliance Insurance Company
B 74 92 20
Aetna Casualty and Surety $10,000,000
08 F10618BCA
St. Paul Insurance Co. $ 6,000,000
400 HC 1051
B. This amendment of Registration Statement comprises the following papers
and documents:
The facing sheet
The Prospectus
The signatures
Consents of Independent Public
Accountants and Counsel as indicated
Exhibits as listed on page S-5
<PAGE>
SIGNATURES
The Registrant, Nuveen Tax-Exempt Unit Trust, Series 711 hereby
identifies Series 401, 507, 512, 515, 517 and 519 of the Nuveen Tax-Exempt
Unit Trust for purposes of the representations required by Rule 487 and
represents the following:
(1) that the portfolio securities deposited in the series as to the
securities of which this Registration Statement is being filed do not differ
materially in type or quaility from those deposited in such previous series;
(2) that, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained
in the registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Nuveen Tax-Exempt Unit Trust, Series 711 has duly caused this
Amendment of Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Chicago and State of
Illinois on 01/06/94.
NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 711
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By: Larry Woods Martin
_________________________________
Vice President
Attest: Katherine A. Erwin
__________________________________
Assistant Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
of Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE* DATE
Richard J. Franke Chairman, Board of Directors )
Chief Executive Officer and )
Director )
)
Donald E. Sveen President, Chief Operating )
Officer and Director )
)
Anthony T. Dean Executive Vice President ) Larry Woods Martin
and Director ) Attorney-In-Fact**
)
Timothy T. Schwertfeger Executive Vice President )
and Director )
O. Walter Renfftlen Vice President and Controller )
(Principal Accounting Officer))
)
)01/06/94
___________________
*The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.
**The powers of attorney were filed on Form SE for Messrs. Franke,
Sveen, Renfftlen, Dean and Schwertfeger with the Amendment to the
Registration Statement on Form S-6 of Nuveen Tax-Exempt Unit Trust,
Series 671 (File No. 33-49175).
<PAGE>
711
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.
Arthur Andersen & Company
Chicago, Illinois
01/06/94
CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement is contained in its opinions filed by
this amendment as Exhibits 3.1 and 3.2 to the Registration Statement.
CONSENT OF 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
are contained in their opinions filed by this amendment as Exhibit 3.3 to the
Registration Statement.
CONSENT OF STANDARD + POOR'S CORPORATION
The consent of Standard + Poor's Corporation to the use of its name in
the Prospectus included in the Registration Statement is filed by this
amendment as Exhibit 4.1 to the Registration Statement.
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 filed by this amendment
as Exhibit 4.2 to the Registration Statement.
CONSENT OF CARTER, LEDYARD & MILBURN
The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment
as Exhibit 4.3 to the Registration Statement.
<PAGE>
LIST OF EXHIBITS
1.1 (a) Copy of Trust Indenture and Agreement between John Nuveen &
Co. Incorporated, Depositor, and United States Trust Company of
New York, Trustee (as Exibit 1.1 (a) to the Sponsor's Registration
statement on Form S-6 relating to Series 582 of the Fund (file No.
33-37215) and incorporated herein by reference).
1.1 (b) Schedules to the Trust Indenture and Agreement.
2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a) on
pages 2 to 8, inclusive, and incorporated herein by reference).
3.1 Opinion of counsel as to legality of securities being registered.
3.2 Opinion of counsel as to Federal income tax status of securities
being registered.
3.3 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.
4.1 Consent of Standard + Poor's Corporation.
4.2 Consent of Kenny S+P Evaluation Services.
4.3 Consent of Carter, Ledyard & Milburn.
<PAGE>
Exhibit 1.1(b)
SCHEDULE A
Series 711 January 6, 1994
Item 1. This Indenture relates to the Nuveen Tax-Exempt Unit Trust
Series 711.
Item 2. The date of this Indenture is January 6, 1994.
Item 3. Series 711 shall initially contain Trusts as follows:
(a) California Insured Trust 219
(b) Florida Insured Trust 184
(c) Massachusetts Insured Trust 109
(d) New Jersey Insured Trust 171
(e) Pennsylvania Insured Trust 175
Item 4. Each Trust shall initially consist of the following number of Units:
(a) California Insured Trust 35,000 Units
(b) Florida Insured Trust 35,000 Units
(c) Massachusetts Insured Trust 35,000 Units
(d) New Jersey Insured Trust 35,000 Units
(e) Pennsylvania Insured Trust 35,000 Units
Item 5. (a) The amount of the second distribution from the Interest
Account of the respective Trusts will be as follows:
( 1) California Insured Trust $ .4189 per Unit
( 2) Florida Insured Trust $ .4175 per Unit
( 3) Massachusetts Insured Trust $ .4275 per Unit
( 4) New Jersey Insured Trust $ .4065 per Unit
( 5) Pennsylvania Insured Trust $ .4200 per Unit
(b) The date of the second distribution from the Interest Account
of the respective Trusts will be as follows:
( 1) California Insured Trust April 15, 1994
( 2) Florida Insured Trust April 15, 1994
( 3) Massachusetts Insured Trust April 15, 1994
( 4) New Jersey Insured Trust April 15, 1994
( 5) Pennsylvania Insured Trust April 15, 1994
(c) The record date for the second distribution from the
Interest Account of the respective Trusts will be as
follows:
( 1) California Insured Trust April 1, 1994
( 2) Florida Insured Trust April 1, 1994
( 3) Massachusetts Insured Trust April 1, 1994
( 4) New Jersey Insured Trust April 1, 1994
( 5) Pennsylvania Insured Trust April 1, 1994
PAGE 2
Item 6. Record dates for subsequent semi-annual distributions from the
Interest Account for each of the respective Trusts will be the 1st
day of May and November of each year.
Item 7. (a) Record date for distibution from the Principal Account of each
of the respective Trusts will be the first day of May and
November of each year.
(b) The first record date for distributions from the Principal
Account of each of the respective Trusts will be
May 1, 1994.
Item 8. The Trust shall in no event continue beyond the end of the calendar
year preceding the fiftieth anniversary of the execution of this
Indenture for National and State Trusts, beyond the end of the
calendar year preceding the twentieth anniversary of its execution
for Long Intermediate and Intermediate Trusts and beyond the end of
the calendar year preceding the tenth anniversary of its execution
for Short Intermediate and Short Term Trusts.
Item 9. Quarterly distributions from the Interest Account of the respective
Trusts will be computed as of the 1st day of February, May, August,
and November.
Item 10. Certain deductions from the Interest Account by the Trustee
will commence as follows:
(a) California Insured Trust April 1, 1994
(b) Florida Insured Trust April 1, 1994
(c) Massachusetts Insured Trust April 1, 1994
(d) New Jersey Insured Trust April 1, 1994
(e) Pennsylvania Insured Trust April 1, 1994
ADDITIONAL SCHEDULES
BONDS INITIALLY DEPOSITED
NUVEEN TAX-EXEMPT UNIT TRUST SERIES 711
Incorporated herein and made a part hereof as indicated below are the
corresponding portions of the 'Schedules of Investments at Date of Deposit'
contained in the Prospectus dated the Date of Deposit and relating to the
above-named Series:
Schedule B: California Insured Trust 219
Schedule C: Florida Insured Trust 184
Schedule D: Massachusetts Insured Trust 109
Schedule E: New Jersey Insured Trust 171
Schedule F: Pennsylvania Insured Trust 175
<PAGE>
EXHIBIT 3.1
(ON CHAPMAN AND CUTLER LETTERHEAD)
01/06/94
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 711
Gentlemen:
We have served as counsel for you, as depositor of Nuveen Tax-Exempt Unit
Trust, Series 711 (hereinafter referred to as the "Fund"), in connection
with the issuance under the Trust Indenture and Agreement dated the date
hereof between John Nuveen & Co. Incorporated, as Depositor, and United
States Trust Company of New York, as Trustee, of Units of fractional
undivided interest in the one or more Trusts of said Fund (hereinafter
referred to as the "Units").
In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The execution and delivery of the Trust Indenture and Agreement and
the execution and issuance of certificates and establishment of book entry
positions evidencing the Units in the Trusts of the Fund have been duly
authorized; and
2. The certificates and book entry positions evidencing the Units in
the Trusts of the Fund when duly executed and delivered or duly established
by the Depositor and the Trustee in accordance with the aforementioned Trust
Indenture and Agreement, will constitute valid and binding obligations of such
Trusts and the Depositor in accordance with the terms thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-51205) relating to the Units referred
to above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
<PAGE>
EXHIBIT 3.2
(ON CHAPMAN AND CUTLER LETTERHEAD)
01/06/94
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 711
Gentlemen:
We have served as counsel for you, as Depositor of Nuveen Tax-Exempt Unit
Trust, Series 711 (the "Fund") in connection with the issuance under the
Trust Indenture and Agreement, dated the date hereof between John Nuveen & Co.
Incorporated, as Depositor, and United States Trust Company of New York, as
Trustee, of Units of fractional undivided interest (the "Units"), as evidenced
by a certificate or book entry position, in the one or more Trusts of said
Fund.
We have also served as counsel for you in connection with all previous
Series of the Nuveen Tax-Exempt Unit Trust and as such have previously
examined such pertinent records and documents and matters of law as we have
deemed necessary, including (but not limited to) the Trust Indenture and
Agreements with respect to those series. We have also examined such
pertinent records and documents and matters of law as we have deemed
necessary including (but not limited to) the Trust Indenture and Agreement
relating to Nuveen Tax-Exempt Unit Trust, Series 711.
We have concluded that the Trust Indenture and Agreement for the Fund and
its counterpart in each of the prior issues of Nuveen Tax-Exempt Unit Trust
are in all material respects substantially identical.
Based upon the foregoing, and upon such matters of law as we consider
to be applicable we are of the opinion that, under existing federal income
law:
(i) For Federal income tax purposes, each of the Trusts will not be
taxable as an association but will be governed by the provisions of
Subchapter J (relating to Trusts) of Chapter 1, Internal Revenue Code of
1986 (the "Code").
(ii) Each Unitholder will be considered as owning a pro rata
share of each asset of the respective Trust of the Fund in the proportion
that the number of Units of such Trust held by him bears to the total number
of outstanding Units of such Trust. Under Subpart E, Subchapter J of Chapter
1 of the Code, income of each Trust will be treated as income of each
Unitholder thereof in the proportion described and an item of Fund income
will have the same character in the hands of a Unitholder as it would have in
the hands of the Trustee. Accordingly, to the extent that the income of a
Trust consists of interest and original issue discount excludable from gross
income under Section 103 of the Code, such income will be excludable from
federal gross income of the Unitholder, except in the case of a Unitholder
who is a substantial user (or a person related to such user) of a facility
financed through issuance of any industrial development bonds or certain
private activity bonds held by the Trust. In the case of such Unitholder who
is a substantial user (and no other) interest received and original issue
discount with respect to his Units attributable to such industrial
development bonds or such private activity bonds is includable in his gross
income. In the case of certain corporations, interest on the Bonds is included
in computing the alternative minimum tax pursuant to Sections 56(f) and 56(g)
of the Code, the enviromental tax (the "Superfund Tax") imposed by Sections
59A of the Code, and the branch profits tax imposed by Section 884 of the Code
with repect to U.S. branches of foreign corporations.
(iii) Gain or loss will be recognized to a Unitholder upon
redemption or sale of his Units. Such gain or loss is measured by comparing
the proceeds of such redemption or sale with the adjusted basis of such Units.
Before adjustment, such basis would normally be cost if the Unitholder had
acquired his Units by purchase, plus his aliquot share of advances by the
Trustee to the Trust to pay interest on Bonds delivered after the Unitholder's
settlement date to the extent that such interest accrued on the Bonds during
the period from the Unitholder's settlement date to the date such Bonds are
delivered to the Trust, but only to the extent that such advances are to be
repaid to the Trustee out of interest received by the Fund with respect to
such Bonds. In addition, such basis will be increased by both the
Unitholder's aliquot share of the accrued original issued discount with
respect to each Bond held by the Trust with respect to which there was an
original issue discount and reduced by the annual amortization of bond
premium, if any, on Bonds held by the Trust.
<PAGE>
(iv) If the Trustee disposes of a Trust asset (whether by sale, payment on
maturity, redemption or otherwise), gain or loss is recognized to the
Unitholder and the amount thereof is measured by comparing the
Unitholder's aliquot share of the total proceeds from the transaction
with his basis for his fractional interest in the asset disposed of. Such
basis is ascertained by apportioning the tax basis for his Units among each
of the Trust assets (as of the date on which his Units were acquired) ratably
according to their values as of the valuation date nearest the date on which
he purchased such Units. A Unitholder's basis in his Units and of his
fractional interest in each Trust asset must be reduced by the amount of his
aliquot share of interest received by the Fund, if any, on Bonds delivered
after the Unitholder's settlement date to the extent that such
interest accrued on the Bonds during the period from the Unitholder's
settlement date to the date such Bonds are delivered to the Trust, must be
reduced by the annual amortization of bond premium, if any, on Bonds held by
the Trust and must be increased by the Unitholder's share of accrued
original issue discount with respect to each Bond which, at the time
the Bond was issued, had original issue discount.
(v) In the case of any Bond held by the Trust where the "stated
redemption price at maturity" exceeds the "issue price," such excess shall
be original issue discount. With respect to each Unitholder, upon the
purchase of his Units subsequent to the original issuance of Bonds held by the
Trust Section 1272(a)(7) of the Code provides for a reduction in the accrued
"daily portion" of such original issue discount upon the purchase of a Bond
subsequent to the Bond's original issue, under certain circumstances. In the
case of any Bond held by the Trust the interest on which is excludable from
gross income under Section 103 of the Code, any original issue discount which
accrues with respect thereto will be treated as interest which is excludable
from gross income under Section 103 of the Code.
(vi) In the case of any Bond which matures within one year of the date
issued, the accrual of tax-exempt original issue discount will generally be
computed daily on a ratable basis unless the Unitholder elects to accrue such
discount under a constant yield method, compounded daily.
(vii) In the case of any Bond which does not mature within one year
after the date issued, tax-exempt original issue discount will accrue
daily, computed generally under a constant yield method, compounded
semiannually (with straight line interpolation between compounding dates).
(viii) In the case of Trusts for which Municipal Bond Investors Assurance
Corporation ("MBIA") insurance with respect to each of the Bonds deposited
therein has been obtained by the Depositor or the issuer or underwriter of the
Bonds, we have examined the form of MBIA's policy or several policies of
insurance (the "Policies") which have been delivered to the Trustee. Assuming
issuance of Policies in such form, in our opinion, any amounts paid under said
Policies representing maturing interest on defaulted obligations held by the
Trustee will be excludable from Federal gross income if, and to the same
extent as, such interest would have been so excludable if paid by the
respective issuer. Paragraph (ii) of this opinion is accordingly applicable
to Policy proceeds representing maturing interest.
<PAGE>
Because the Trusts do not include any "specified private activity bonds"
within the meaning of Section 57(a)(5) of the Code issued on or after August
8, 1986, none of the Trust Fund's interest income shall be treated as an item
of tax preference when computing the alternative minimum tax. In the case of
corporations, for taxable years beginning after December 31, 1986, the alter-
native minimum tax and the Superfund Tax depend upon the corporation's
alternative minimum taxable income ("AMTI"), which is the corporation's
taxable income with certain adjustments.
Pursuant to Section 56(f) of the Code, one of the adjustment
items used in computing AMTI and the Superfund Tax of a corporation
(other than an S Corporation, Regulated Investment Company, Real Estate
Investment Trust or REMIC) is an amount equal to 50% of the excess of such
corporation's "adjusted net book income" over an amount equal to its AMTI
(before such adjustment item and the alternative tax net operating
loss deduction). For taxable years beginning after 1989, such adjustment item
will be 75% of the excess of such corporation's "adjusted current earnings"
over an amount equal to its AMTI (before such adjustment item and the
alternative tax net operating net operating loss deduction) pursuant to
Section 56(g) of the Code. Both "adjusted net book income" and "adjusted
current earnings" include all tax-exempt interest, including interest on all
Bonds in the Trust, and tax-exempt original issue discount.
Effective for tax returns filed after December 31, 1987, all taxpayers
are required to disclose to the Internal Revenue Service the amount of
tax-exempt interest earned during the year.
Section 265 of the Code generally provides for a reduction
in each taxable year of 100% of the otherwise deductible interest on
indebtedness incurred or continued by financial institutions, to which either
Section 585 or Section 593 of the Code applies, to purchase or carry
obligations acquired after August 7, 1986, the interest on which is exempt
from federal income taxes for such taxable year. Under rules prescribed by
Section 265, the amount of interest otherwise deductible by such financial
institutions in any taxable year which is deemed to be attributable to
tax-exempt obligations acquired after August 7, 1986 will be the amount
that bears the same ratio to the interest deduction otherwise allowable
(determined without regard to Section 265) to the taxpayer for the taxable
year as the taxpayer's average adjusted basis (within the meaning of Section
1016) of tax-exempt obligations acquired after August 7, 1986, bears to
such average adjusted basis for all assets of the taxpayer, unless such
financial institution can otherwise establish under regulations to be
prescribed by the Secretary of the Treasury, the amount of interest on
indebtedness incurred or continued to purchase or carry such obligations.
<PAGE>
We also call attention to the fact that, under Section 265 of the
Code, interest on indebtedness incurred or continued to purchase or carry
Units by taxpayers other than certain financial institutions, as referred to
above, is not deductible for Federal income tax purposes. Under rules used by
the Internal Revenue Service for determining when borrowed funds are con-
sidered used for the purpose of purchasing or carrying particular assets, the
purchase of Units may be considered to have been made with borrowed funds even
though the borrowed funds are not directly traceable to the purchase of Units.
However, these rules generally do not apply to interest paid on indebtedness
incurred for expenditures of a personal nature such as a mortgage incurred to
purchase or improve a personal residence.
"The Revenue Reconciliation Act of 1993" (the "Tax Act") subjects
tax-exempt bonds to the market discount rules of the Code effective for
bonds purchased after April 30, 1993. In general, market discount is the
amount (if any) by which the stated redemption price at maturity exceeds
an investor's purchase price (except to the extent that such difference,
if any, is attributable to original issue discount not yet accrued).
Market discount can arise based on the price a Trust pays for Bonds
or the price a Unitholder pays for his or her Units. Under the Tax Act,
accretion of market discount is taxable as ordinary income; under prior law,
the accretion had been treated as capital gain. Market discount that accretes
while a Trust holds a Bond would be recognized as ordinary income by the
Unitholders when principal payments are received on the Bond, upon sale or at
redemption (including early redemption), or upon the sale or redemption of his
or her Units, unless a Unitholder elects to include market discount in taxable
income as it accrues.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-51205) relating to the Units referred
to above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Respectfully submitted,
CHAPMAN AND CUTLER
<PAGE>
EXHIBIT 3.3
(ON ORRICK, HERRINGTON & SUTCLIFFE LETTERHEAD)
01/06/94
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
United States Trust Company of New York
770 Broadway
New York, NY 10003
Re: Nuveen Tax-Exempt Unit Trust, Series 711
California Insured Trust 219
Dear Sirs:
We have acted as special California counsel for John Nuveen & Co.
Incorporated, as Depositor of the above captioned trust(s) (each a "Trust"),
in connection with the issuance under the Trust Agreement dated 01/06/94,
among John Nuveen & Co. Incorporated, as Depositor, and United States Trust
Company of New York, as Trustee, of units of fractional undivided
interest in each Trust (the "Units") in exchange for certain bonds, as well as
"regular-way" and "when-issued" contracts for the purchase of bonds (such
bonds and contracts are hereinafter referred to collectively as the
Securities").
In connection therewith, we have examined such corporate records,
certificates and other documents and such questions of law as we have deemed
necessary or appropriate for the purpose of this opinion, and, on the basis
of such examination, and upon existing provisions of the Revenue and Taxation
Code of the State of California, with respect to each Trust, we are of the
opinion that:
1. The Trust is not an association taxable as a corporation
and the income of the Trust will be treated as the income of the unitholders
under the income tax laws of California.
2. Interest on the underlying Securities (which may include bonds
or other obligations issued by the governments of Puerto Rico, the Virgin
Islands, Guam, or the Northern Mariana Islands) which is exempt from tax
under California personal income tax and property tax laws when received by
the Trust will, under such laws, retain its status as tax-exempt interest when
distributed to unitholders. However, interest on the underlying securities
attributed to a unitholder which is a corporation subject to the California
franchise tax laws may be includable in such corporation's gross income for
purposes of determining its California franchise tax.
3. Under California income tax law, each unitholder in the Trust will
have a taxable event when the Trust disposes of a security (whether by sale,
exchange, redemption, or payment at maturity) or when the unitholder redeems
or sells Units. Because of the requirement that tax cost basis be reduced to
reflect amortization of bond premium, under some circumstances a
unitholder may realize taxable gain when units are sold or
redeemed for an amount equal to, or less than, their original cost.
The total tax cost of each Unit to a unitholder is allocated among each of
the bond issues held in the Trust (in accordance with the proportion of the
Trust comprised by each bond issue) in order to determine his per unit tax
cost for each bond issue; and the tax cost reduction requirements relating to
amortization of bond premium will apply separately to the per unit cost of
each bond issue. Unitholders' bases in their Units, and the bases for
their fractional interest in each Trust asset, may have to be adjusted for
their pro rata share of accrued interest received, if any, on securities
delivered after the unitholders' respective settlement dates.
4. Under the California personal property tax laws, bonds (including
the Securities) or any interest therein is exempt from such tax.
5. Proceeds paid under an insurance policy, if any, issued to the
Trustee of the Trust with respect to the Securities which represent maturing
interest on defaulted obligations held by the Trustee will be exempt from
California personal income tax if, and to the same extent as, such interest
would have been so exempt if paid by the issuer of the defaulted obligations.
<PAGE>
6. Under Section 17280(b)(2) of the California Revenue and
Taxation Code, interest on indebtedness incurred or continued to purchase
or carry Units of the Trust is not deductible for the purposes of the
California personal income tax. While there presently is no California
authority interpreting this provision, Section 17280(b)(2) directs the
California Francise Tax Board to prescribe regulations determining the
proper allocation and apportionment of interest costs for this purpose.
The Franchise Tax Board has not yet proposed or prescribed such regulations.
In interpreting the generally similar Federal provision, the Internal
Revenue Service has taken the position that such indebtedness need not be
directly traceable to the purchase or carrying of Units (although the Service
has not contended that a deduction for interest on indebtedness incurred
to purchase or improve a personal residence or to purchase goods or services
for personal consumption will be disallowed). In the absence of conflicting
regulations or other California authority, the California Franchise Tax
Board generally has interpreted California statutory tax provisions in accord
with Internal Revenue Service interpretations of similar Federal provisions.
Opinions relating to the validity of securities and the exemption of
interest thereon from State of California income tax are rendered by bond
counsel to the issuing authority at the time securities are issued and we
have relied solely upon such opinions, or, as to securities not yet
delivered, forms of such opinions contained in official statements
relating to such securities. Except in certain instances in which we acted
as bond counsel to issuers of securities, and as such made a review of pro-
ceedings relating to the issuance of certain securities at the time of their
issuance, we have not made any review of proceedings relating to the issuance
of securities or the bases of bond counsels' opinions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-51205) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE
(BY KENNETH G. WHYBURN)
<PAGE>
EXHIBIT 3.3
(On Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A. LETTERHEAD)
01/06/94
Nuveen Tax-Exempt Unit Trust, Series 711
Florida Insured Trust 184
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
Attn: James J. Wesolowski, Esquire
Vice President, General Counsel
and Secretary
Re:
Florida Insured Trust 184
Gentlemen:
We have acted as special Florida counsel to Nuveen Tax-Exempt Unit Trust,
- - including the above-captioned trust (the "Fund") in connection with the
issuance by the Fund of units of fractional undivided interests in the Fund
(the "Units"). In that connection, you have requested our opinion as to the
application of Florida state and local taxes to the Trust (as hereinafter
defined) and to investors who purchase units in the Trust.
We have not been furnished with a copy of the Registration Statement or
the prospectus, which is a part of the Registration Statement relating to the
issuance by the Fund of the Units. However, you have authorized us to assume
that the proposed offer and sale of the Units, including the units of the
Florida Trust, will be carried out in that same manner and upon the same terms
and conditions as those described in any prospectus for a previous Nuveen
Tax-Exempt Unit Trust that contained a Florida Insured Trust.
In addition, you have authorized us to assume and we have assumed that:
(a) The Fund has been organized under a Trust Indenture and Agreement
between John Nuveen & Co., Incorporated (the "Depositor") and United States
Trust Company of New York (the "Trustee").
(b) The Fund will issue the Units in several State Trusts; one of which
is the Florida Insured Trust (the "Trust").
(c) The Units will be purchased by various investors who may be
individuals or corporations.
(d) Each Unit of the Trust represents a fractional undivided interest in
the principal and net income of the Trust in the ratio of ten Units for each
$1,000 principal amount of the obligations initially acquired by the Trust.
(e) Each Trust will be administered as a distinct entity with separate
certificates, investments, expenses, books, and records.
(f) The assets of the Trust will consist solely of interest-bearing
obligations issued by or on behalf of the State of Florida, its political
subdivisions, and authorities or by the Commonwealth of Puerto Rico, Guam
or the Virgin Islands.
(g) Distributions of interest received by the Trust will be made
semi-annually, unless the Unitholder elects otherwise.
(h) The interest on all Bonds in the Trust will be exempt from Federal
income tax.(N.1)
(i) The Bonds have been issued in strict compliance with all requirements
of Florida, Federal or territorial law.
(j) The Fund is a registered investment company under the Investment
Company Act of 1940, as amended.
In rendering our opinion, you have advised us that Messrs. Chapman and
Cutler have rendered the following opinions and have authorized us to rely
upon such opinions and we have relied upon such opinions that:
(a) The Trust will not be taxable as an association but will be governed
by the provisions of Subchapter J (relating to trusts) of Chapter 1 of the
Internal Revenue Code of 1986, as amended.
(b) Each Unitholder will be considered as owning a pro-rata share
of each asset of the Trust to which such Unit relates in the proportion
that the number of Units of the Trust held by him bears to the total number of
outstanding Units of the Trust and will be subject to Federal income tax on
the income therefrom under the provisions of Subpart E of Subchapter J of
Chapter 1 of the Internal Revenue Code of 1986, as amended.
(c) The Trust will not be subject to Federal income taxes.
<PAGE>
(d) For Federal income tax purposes, each item of Trust income will have
the same character in the hands of a Unitholder as it would have in the
hands of the Trustee. Accordingly, to the extent that the income of the Trust
consists of interest excludable from Federal gross income under Section 103 of
the Internal Revenue Code of 1986, as amended, such income will be excludable
from Federal gross income of the Unitholders.
(e) For Federal income tax purposes, each Unitholder will have a
taxable event when, upon redemption or sale of his Units, he receives
cash or other property. Gain or loss will be measured by comparing the
proceeds of such a redemption or sale with the Unitholder's adjusted
basis for the Unit. Before adjustment, generally this basis would be cost, if
the Unitholder had purchased his Units, plus his share of certain
advances by the Trustee to the Trust and certain accrued original issue
discount. For Federal income tax purposes, if the Trustee disposes of a Trust
asset (whether by sale, payment on maturity, retirement, or otherwise), gain
or loss will be recognized by each Unitholder, and such gain or loss is
computed by measuring the Unitholder's aliquot share of the total
proceeds from the transaction against his basis for his fractional interest in
the asset disposed of (such basis being determined by apportioning the basis
for his Units among all of the Trust's assets ratably according to their
values as of the valuation date nearest the date on which he purchased the
Units). A Unitholder's basis in his Units and the basis for his
fractional interest in each Trust asset must be reduced by the amount of his
aliquot share of interest received, if any, on Bonds delivered after the
Unitholder's settlement date to the extent that such interest accrued
on the Bonds during the period from the Unitholder's settlement date to
the date such Bonds are delivered to the Trust and must be reduced annually by
amortization of premiums, if any, on obligations held by the Trust.
For the purposes of this letter:
(a) "Florida Code" shall mean the Florida Income Tax Code, Chapter 220,
Florida Statutes (Supp. 1992), as amended by Chapter 93-172, laws of Florida.
In the Florida Income Tax Code, Chapter 220, Florida Statutes, the Florida
Legistature has adopted, retroactively to January 1, 1993, the Internal
Revenue Code of 1986, as amended and in effect on January 1, 1993, as the
Internal Revenue Code under which a Corporate Unitholder must compute its
income for purposes of Florida corporate income taxation.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended and in effect on January 1, 1993.
(c) "Non-Corporate Unitholder" shall mean a Unitholder
of the Florida Trust who is an individual not subject to the income
tax on corporations imposed by the Florida Code.
(d) "Corporate Unitholder" shall mean a Unitholder of the
Florida Trust that is a corporation subject to the income tax on
corporations imposed by the Florida Code.
(e) "Nonbusiness Income" is defined in the Florida Code and shall mean
rents and royalties from real or tangible personal property, capital gains,
interest, dividends, and patent and copyright royalties, to the extent that
they do not arise from transactions and activities in the regular course of a
Corporate Unitholder's trade or business. The term Nonbusiness Income
does not include income from tangible and intangible property if the
acquisition, management, and disposition of the property constitute integral
parts of a Corporate Unitholder's regular trade or business operations,
or any amounts which could be included in apportionable income without
violating the due process clause of the United States Constitution. For
purposes of this definition, "income" means gross receipts less all expenses
directly or indirectly attributable thereto.
(f) "Commercial domicile" shall mean the place that a corporation
maintains its principal place of business. The term "commercial domicile" is
not specifically defined in Florida law for Florida corporate income tax
purposes. However, the Florida Supreme Court has on at least two occasions
attributed meaning to this phrase, and recently enacted legislation amending
how Florida's intangible personal property tax law defines this phrase. The
Court has implied that a corporation's commercial domicile is its principal
place of business, Department of Revenue v. Amrep Corp., 358 So.2d 1343, 1350
(Fla. 1978). The Court has also stated in another case that a particular
corporation's domicile was in New York City where its head office and the
actual seat of its over-all business government was located and from where
its executive officers regularly exercised their complete authority and
controlled and directed all activities of the corporation, wherever carried
on. Gay v. Bessemer Properties, Inc., 32 So.2d 587, 591 (Fla. 1947). In
recently enacted legislation, a corporation is considered to acquire a
commercial domicile in Florida "when it maintains its chief or principal
office in [Florida] where executive or management functions are performed
or where the course of business operations is determined." Section 199.175
(1)(b), Florida Statutes (1989).
Based solely upon the assumptions you have permitted us to make and the
opinions of Messrs. Chapman and Cutler upon which you have authorized us to
rely, we are of the opinion that:
(a) For Florida state income tax purposes, the Trust will not be subject
to the income tax imposed by the Florida Code so long as the Trust has no
income subject to federal income taxation. In addition, political sub-
divisions of Florida do not impose any income taxes.
(b) Because Florida does not impose an income tax on individuals,
Non-Corporate Unitholders will not be subject to any Florida income tax
on income realized by the Trust. Each Corporate Unitholder will be
subject to Florida income taxation on its share of the income realized by the
Trust notwithstanding the tax exempt status of the interest received
from any bonds under Section 103(a) of the Code or any other federal law,
unless the interest income constitutes Nonbusiness Income. Nevertheless,
any Corporate Unitholder that has its commercial domicile in Florida will be
taxable under the Florida Code on its share of the Trust income which
constitutes Nonbusiness Income.
<PAGE>
(c) A Non-Corporate Unitholder will not be subject to Florida
income taxation with respect to gain realized when Bonds held in the Trust
are sold, redeemed, or paid at maturity. A Corporate Unitholder will
be subject to Florida income taxation with respect to gain realized on such a
sale, redemption, or payment at maturity of a Bond held by the Trust, except
to the extent that the gain realized therefrom constitutes Nonbusiness
Income. Nevertheless, to the extent that gains realized by a Corporate
Unitholder arising from a sale, redemption, or payment at maturity
constitute Nonbusiness Income, such gain will be taxable under the Florida
Code if the Corporate Unitholder's commercial domicile is in Florida.
(d) Any gain realized by a Non-Corporate Unitholder from the
redemption, sale, or other disposition of a Unit will not be subject to
Florida income tax. Any gain realized by a Corporate Unitholder from
the redemption, sale, or other disposition of a Unit will be subject to
Florida income tax except to the extent that the gain realized therefrom
constitutes Nonbusiness Income. Nevertheless, to the extent that gain
realized by a Corporate Unitholder arising from a sale, redemption, or
other disposition of a Unit consitutes Nonbusiness Income, such gain will be
taxable under the Florida Code if the Corporate Unitholder's commercial
domicile is in Florida.
(e) A Non-Corporate Unitholder will not be subject to Florida
income taxation with respect to amounts paid under the Municipal Bond
Investors Assurance Corporation insurance policies representing interest on
defaulted obligations held by the Trustee. A Corporate Unitholder
will be subject to Florida income taxation on its share of amounts paid under
the Municipal Bond Investors Assurance Corporation insurance policies
representing maturing interest on defaulted obligations held by the Trustee
except to the extent that such payments constitute Nonbusiness Income as de-
fined in the Florida Code. Nevertheless, any Corporate Unitholder that
has its commercial domicile in Florida will be taxable under the Florida Code
on its share of amounts paid under the Municipal Bond Investors Assurance
Corporation insurance policies representing maturing interest on defaulted
obligations held by the Trustee even if such payments constitute Nonbusiness
Income.
(f) A Non-Corporate Unitholder will not be subject to Florida
income taxation with respect to gain realized with respect to amounts paid
under the Municipal Bond Investors Assurance Corporation
insurance policies representing principal on defaulted
obligations held by the Trustee. A Corporate Unitholder will be
subject to Florida income taxation with respect to gain realized on its share
of amounts paid under the Municipal Bond Investors Assurance Corporation
insurance policies representing principal on defaulted obligations held by
the Trustee except to the extent that the gain realized constitutes
Nonbusiness Income. Nevertheless, gain realized, by
any Corporate Unitholder that has its commercial domicile in Florida,
on such payments representing principal on defaulted obligations held by the
Trustee, will be taxable under the Florida Code even if such payments
constitute Nonbusiness Income.
(g) Even if interest on indebtedness incurred or continued by a
Unitholder to purchase Units in the Trust is not deductible for Federal
income tax purposes, under Code section 265(a)(2) or any other law, it will
be deductible, in effect, by Corporate Unitholders for Florida income tax
purposes if interest earned on the Units is other than Nonbusiness Income.
Nevertheless, if interest earned on the Units is Nonbusiness Income, any
Corporate Unitholder that has its commercial domicile in Florida may reduce
the amount of interest included as Nonbusiness Income by the amount of
expenses directly or indirectly attributable thereto.
(h) Trust Units will be subject to Florida estate tax only if owned by
Florida residents and may be subjected to Florida estate tax if owned by other
decendents. However, the Florida estate tax is limited to the amount of the
credit allowable under the applicable Federal Revenue Act (currently Section
2011 (and in some cases Section 2102) of the Internal Revenue Code of 1986,
as amended) for death taxes actually paid to the several states.
(i) Neither the Bonds nor the Units will be subject to the Florida ad
valorem tax or Florida sales or use tax.
(j) Because Bonds issued by the State of Florida, its political
subdivisions or by the Commonwealth of Puerto Rico, Guam, or the Virgin
Islands, are exempt from Florida intangible personal property taxation under
Chapter 199, Florida Statutes, the Trust will not be subject to Florida
intangible personal property tax. In addition, the Unitholders will not be
subject to Florida intangible personal property tax on the Units.
(k) The sale, redemption, or other disposition by the Trust of Bonds
issued by the State of Florida, the Commonwealth of Puerto Rico, Guam, or the
Virgin Islands, will not subject either the Trust or the Unitholders to
Florida documentary stamp tax.
(l) The issuance and sale of the Units by the Trust will not
subject either the Trust or the Unitholders to Florida documentary
stamp tax.
(m) The transfer of Units by a Unitholder will not be
subject to Florida documentary stamp tax.
<PAGE>
This opinion is limited to the law in effect as of the date hereof and
we assume no responsibility for changes in the law that may become effective
subsequent to the date of this opinion. Furthermore, this letter is not to be
construed as a prediction of a favorable outcome with respect to any issue for
which no favorable prediction is made herein, or as a guaranty of any tax
result, or as offering an assurance or guaranty that a Florida state or local
taxing authority might not differ with our conclusions, or raise other
questions or issues upon audit, or that such action may not be judicially
sustained.
We have not examined any of the Bonds to be deposited in the Fund and held
by the Trust, and we express no opinion as to whether the interest on any such
Bonds would, in fact, be tax-exempt if directly received by a
Unitholder; nor have we made any review of the proceedings relating to
the issuance of the Bonds or the basis for the bond counsel opinions or the
opinions of Messrs. Chapman and Cutler referred to herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-51205) and to the reference to our
firm in such Registration Statement and the Prospectus included
therein. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, and the rules and regulations thereunder.
_______________________
(N.1) Section 2.01 of the Indenture provides that if the Depositor fails to
deposit Bonds, through no fault of its own, the Depositor may, as provided in
Section 3.14 of said Indenture, purchase replacement bonds (referred to as
"New Bonds") that will also be tax exempt bonds issued by the same states or
their respective political subdivisions.
Very truly yours,
CARLTON FIELDS WARD EMMANUEL SMITH & CUTLER, P.A.
By: David P. Burke
<PAGE>
EXHIBIT 3.3
(ON EDWARDS & ANGELL LETTERHEAD)
01/06/94
Nuveen Tax-Exempt Unit Trust,
Series 711
In care of John Nuveen & Co.
Incorporated
333 West Wacker Drive
Chicago, IL 60606
Attention of James J. Wesolowski, Esq.
Vice President, General Counsel
and Secretary
United States Trust Company of New York,
as Trustee of Nuveen Tax-Exempt Unit Trust, Series 711
770 Broadway
New York, NY 10003
Re:
Massachusetts Insured Trust 109
Dear Sirs:
We have acted as special counsel, with respect to Massachusetts State and
local tax matters, to the above mentioned Trust(s) ("Trust(s)") of Nuveen Tax-
Exempt Unit Trust, Series 711 (the "Fund") concerning a Registration
Statement (No. 33-51205) on Form S-6 under the Securities Act of 1933, as
amended (the "Registration Statement"), covering the issuance by the Fund
of Units of fractional undivided interest in the Fund.
We have not been furnished with a copy of the Registration Statement or
the prospectus, which is a part of the Registration Statement, relating to the
issuance by the Fund of the Units. However, John Nuveen & Co. Incorporated
has authorized us to assume that the proposed offer and sale of the Units will
be carried out in that same manner and upon the same terms and conditions as
that described in the prospectus for the Nuveen Tax-Exempt Unit Trust, Series
351 - Massachusetts Trust 182, dated November 6, 1985.
We have been furnished with a copy of the opinion of Chapman and Cutler
on the federal tax status of the Fund, its constituent Trusts and their
Unitholders.
In addition, we have also examined applicable Massachusetts law and a
ruling of the Massachusetts Department of Revenue dated February 7, 1985,
relating to Multi-State Series 162.
Based on the foregoing it is our opinion that under existing law and
administration of the affairs of the Trust(s):
A. For Massachusetts income tax purposes, each Trust will be treated
as a corporate trust under Section 8 of Chapter 62 of the
Massachusetts General Laws ("M.G.L.") and not as a grantor trust
under Section 10(e) of M.G.L. Chapter 62.
B. The Trust(s) will not be held to be engaging in business in
Massachusetts within the meaning of said Section 8 and will,
therefore, not be subject to Massachusetts income tax.
C. Unitholders who are subject to Massachusetts income taxation
under M.G.L. Chapter 62 will not be required to include their
respective shares of the earnings of or distributions from the
Trust(s) in their Massachusetts gross income to the extent that such
earnings or distributions represent tax-exempt interest excludable
from gross income for federal income tax purposes received by the
Trust(s) on obligations issued by Massachusetts, its counties,
municipalities, authorities, political subdivisions or
instrumentalities or by Puerto Rico, the Virgin Islands, Guam,
the Northern Mariana Islands or other possessions of the United
States within the meaning of Section 103(c) of the Internal Revenue
Code of 1986, as amended ("Obligations").
D. In the case of a Massachusetts Insured Trust, Unitholders who are
subject to Massachusetts income taxation under M.G.L. Chapter 62
will not be required to include their respective shares of the
earnings of or distributions from such Trust in their Massachsetts
gross income to the extent that such earnings or distributions are
derived from the proceeds of insurance obtained by the Sponsor of
such Trust or by the issuer or underwriter of an obligation held
by such Trust that represent maturing interest on defaulted
obligations held by the Trustee, if and to the same extent that
such earnings or distributions would have been excludable from the
gross income of such Unitholders if derived from interest paid by
the issuer of the defaulted obligation.
E. Unitholders which are corporations subject to taxation
under M.G.L. Chapter 63 will be required to include their
respective shares of the earnings of or distributions from the
Trust(s) in their Massachusetts gross income to the extent that such
earnings or distributions represent interest from bonds, notes or
indebtedness of any state, including Massachusetts, except for
interest which is specifically exempted from such tax by the acts
authorizing issuance of said Obligations.
F. Each Trust's capital gains and/or capital losses which are includable
in the federal gross income of Unitholders who are
subject to Massachusetts income taxation under M.G.L. Chapter 62,
or Unitholders which are corporations subject to
Massachusetts taxation under M.G.L. Chapter 63 will be included as
capital gains and/or losses in the Unitholders' Massachusetts
gross income, except for capital gain which is specifically exempted
from taxation under such Chapters by the acts authorizing issuance of
said Obligations.
G. Unitholders which are corporations subject to tax under
M.G.L. Chapter 63 and which are tangible property corporations will
not be required to include the Units when determining the value
of their tangible property; such Unitholders which are
intangible property corporations will be required to include the
Units when determining their net worth.
H. Gains or losses realized on sales or redemptions of Units by
Unitholders who are subject to Massachusetts income taxation
under M.G.L. Chapter 62 or Unitholders which are corporations
subject to Massachusetts taxation under M.G.L. Chapter 63 will be
includable in their Massachusetts gross income. In determining such
gain or loss Unitholders will, to the same extent required for
Federal tax purposes, have to adjust their tax bases for their Units
for accrued interest received, if any, on Obligations delivered to
the Trustee after the Unitholders pay for their Units, for
amortization of premiums, if any, on Obligations held by the
Trust(s), and for accrued original issue discount with respect to
each Obligation which, at the time the Obligation was issued, had
original issue discount.
I. The Units of the Trust(s) are not subject to any property tax levied
by Massachusetts or any political subdivision thereof, nor to any
income tax levied by any such political subdivision. They are
includable in the gross estate of a deceased Unitholder who is a
resident of Massachusetts for purposes of the Massachusetts Estate
Tax.
The foregoing opinions are based upon present provisions of federal and
Massachusetts law, administrative interpretations thereof and court decisions.
With respect to Unitholders which are corporations subject to
Massachusetts taxation under M.G.L. Chapter 63, no opinion is rendered on the
includability of their respective shares of the earnings of or distributions
from the Trust(s) in their Massachusetts gross income to the extent that such
earnings or distributions represent interest from bonds, notes, or indebted-
ness of Puerto Rico, the Virgin Islands, Guam, the Northern Mariana Islands or
other possessions of the United States within the meaning of Section 103(c)
of the Internal Revenue Code of 1986, as amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in such Registration
Statement and the Prospectus included therein.
Very truly yours,
EDWARDS & ANGELL
<PAGE>
EXHIBIT 3.3
(ON PITNEY, HARDIN, KIPP & SZUCH LETTERHEAD)
01/06/94
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 711
New Jersey Insured Trust 171
Gentlemen:
We have acted as special counsel, with respect to New Jersey state tax
matters, to Nuveen Tax-Exempt Unit Trust, Series 711 (the "Fund")
concerning a Registration Statement (No. 33-51205) on Form S-6 under the
Securities Act of 1933, as amended, covering the issuance by the Fund of units
of fractional undivided interest (the "Units") in several state trusts (the
"State Trusts"), one of which is the above-captioned trust ("New
Jersey Trust"). Such Units will be purchased by various investors
("Unitholders").
The Fund is organized under a Trust Indenture and Agreement (the
"Indenture") of even date herewith between John Nuveen & Co. Incorporated (the
"Depositor") and United States Trust Company of New York (the "Trustee").
Each Unit of the New Jersey Trust represents a fractional undivided interest
in the principal and net income of the New Jersey Trust in the ratio of ten
Units for each one thousand dollars ($1,000) of principal amount of the
obligations initially acquired by the New Jersey Trust. The New Jersey Trust
will be administered as a distinct entity with separate certificates,
investments, expenses, books and records.
In acting as special counsel, we have examined such documents and records
with respect to the immediately preceding series of Nuveen Tax-Exempt Unit
Trust - Series which included a State Trust consisting primarily of Bonds
(herein defined) (the "Prior Series") as we deem necessary, including, but not
limited to, the Trust Indenture and Agreement (the "Prior Series Indenture")
and the Prospectus. You have advised that the Indenture is identical in all
material respects to the Prior Series Indenture. You have also advised that
the opinion of Messrs. Chapman and Cutler with respect to the Federal income
tax status of the Fund, its constituent State Trusts and its Unitholders is
in all material respects identical to the opinion issued by Messrs. Chapman
and Cutler for the Prior Series.
We note that the assets of the New Jersey Trust will consist of
interest-bearing obligations issued by or on behalf of the State of New
Jersey, and counties, municipalities, authorities and other political
subdivisions thereof, and certain territories of the United States including
Puerto Rico, Guam, the Virgin Islands and the Northern Mariana Islands (the
"Bonds"). Distributions of the interest received by the New Jersey Trust will
be made to each Unitholder semi-annually unless the Unitholder elects to
receive such distributions on a monthly or quarterly basis. In the
opinion of bond counsel to each issuer, the interest on all Bonds in the New
Jersey Trust is exempt from Federal income tax under existing law.
We understand that on this date (the "Date of Deposit") the Depositor has
deposited with the Trustee the total principal amount of interest-bearing
obligations and/or contracts for the purchase thereof together with an
irrevocable letter of credit in the amount required for the purchase price and
accrued interest, if any, and an insurance policy or policies purchased by the
Depositor and issued by the Municipal Bond Investors Assurance Corporation
(the "Insurer") evidencing the insurance guaranteeing the timely payment of
principal and interest of some of the obligations comprising the corpus of the
Fund, as more fully set forth in the Preliminary Prospectus. All other
obligations included in the deposit described above will be covered by
insurance obtained by the issuer of such obligations from the Insurer
guaranteeing timely payment of principal and interest. Such insurance will
provide that the amount paid by the Insurer in respect of any Bond may
not exceed the amount of principal and interest due on the Bond and such
payment will in no event relieve the issuer from its continuing obligation
to pay such defaulted principal and interest in accordance with the terms of
the obligation.
Section 2.04 of the Indenture provides that each State Trust is a separate
and distinct trust for all purposes, the assets of one State Trust may not be
commingled with the assets of any other State Trust, and that the expenses of
one State Trust shall not be charged against any other State Trust. Section
2.04 further provides that the certificates representing the ownership of an
undivided fractional interest in one State Trust shall not be exchangeable for
certificates representing the ownership of an undivided fractional interest in
any other State Trust.
<PAGE>
The Indenture provides further, among other things, that the Trustee
shall:
A. Collect all interest and monies payable to the New Jersey Trust, and
hold the funds collected in trust on behalf of the Unitholders of the
New Jersey Trust;
B. Set aside from such funds any amounts necessary for the reimbursement
of advances and for the payment of expenses, taxes and governmental charges in
respect of the New Jersey Trust;
C. Distribute all remaining amounts semi-annually, or monthly or
quarterly if so elected by a Unitholder, to the Unitholders in proportion
to their interest in the New Jersey Trust;
D. Redeem any certificates tendered for redemption by a Unitholder
provided that the Trustee has notified the Depositor of the tender and the
Depositor has failed to indicate within a time specified in the Indenture that
it will purchase the tendered certificates from the tendering Unitholder;
E. Sell or liquidate any or all Bonds at the sole direction of the
Depositor and at such price and time and in such manner as shall be determined
by the Depositor, provided that the Depositor has determined that any one or
more of certain conditions specified in the Indenture exists;
F. In connection with an offer made by an obligor of any of the Bonds to
issue new obligations, in exchange and substitution for any issue of Bonds
pursuant to a plan for the refunding or refinancing of such Bonds, pursuant to
the sole instruction of the Depositor in writing, reject such offer and either
hold or sell such Bonds, or accept or reject such offer or to take any other
action with respect thereto as the Depositor may deem proper; and
G. At the direction of the Depositor, acquire Replacement Bonds, as
defined in the Prospectus, to make up the original corpus of the New Jersey
Trust in the event of a failure to deliver any Bond that has been purchased
for the New Jersey Trust under a contract, including those Bonds purchased on
a "when, as and if issued" basis.
The Trustee has no power of sale except (a) on order of the Depositor as
stated herein, (b) to provide funds, not otherwise available, to pay taxes,
charges, expenses, fees or indemnities, (c) in case of default on any of the
Bonds, but only after notification of the Depositor, and provided that the
Depositor has not, within 30 days of such notification, given any instructions
to sell or to hold, or has not taken any other action in connection with, such
Bonds, or (d) for the purpose of redeeming certificates tendered by any
Unitholder. The Trustee has no power to reinvest, except as stated in
Section 3.08 of the Indenture. Such limited power of reinvestment is in
furtherance of the Trustee's obligation to protect the trust assets, and does
not constitute power to vary investments.
The Indenture provides further, among other things, that the Unitholders:
A. May tender their certificate or certificates to the Trustee for
redemption except in limited circumstances;
B. Will not have any right to vote or in any manner otherwise control the
operation and management of the Fund, the New Jersey Trust, or the obligations
of the Depositor or Trustee;
C. May elect to receive distributions from the New Jersey Trust on a
monthly or quarterly basis;
D. May terminate the New Jersey Trust at any time by written consent of
100% of the Unitholders of the New Jersey Trust; and
E. Shall be under no liability to any third persons by reason of any
action taken by the Depositor or Trustee or any other Unitholder, or any
other cause whatsoever.
<PAGE>
You have advised that, in the opinion of Messrs. Chapman and Cutler, for
Federal income tax purposes the Fund and New Jersey Trust will not be taxable
as a corporation or association but will be governed by the provisions of
Subchapter J (relating to trusts) of Chapter 1 of the Internal Revenue Code of
1986, as amended. Each Unitholder will be considered the owner of a
pro rata portion of the New Jersey Trust and will be subject to tax on the
income therefrom under the provisions of Subpart E of Subchapter J of
Chapter 1 of the Internal Revenue Code of 1986, as amended. The New Jersey
Trust itself will not be subject to Federal income taxes. For Federal income
tax purposes, each item of trust income will have the same character in the
hands of the Unitholder as it would have in the hands of the Trustee.
Accordingly, to the extent that the income of the New Jersey Trust consists
of interest excludable from gross income under Section 103 of the Internal
Revenue Code of 1986, as amended, such income will be excludable from Federal
gross income of the Unitholder. Furthermore, any proceeds paid under
the insurance policy or policies issued to the Trustee of the Fund with re-
spect to each Bond which represent maturing interest on defaulted obligations
held by the Trustee will be excludable from Federal gross income if, and to
the same extent as, such interest would have been so excludable if paid by the
issuer of the defaulted obligations and the excludability from Federal
gross income of interest on Bonds which may be insured by policies issued
directly to the respective Bond issuers will not be affected if the source
of any interest payment is from policy proceeds.
Based on our examination of the Prior Series Indenture, your advice that
the Indenture is identical in all material respects to the Prior Series
Indenture, your advice that the opinion of Messrs. Chapman and Cutler with
respect to the Federal income tax status of the Fund, its constituent State
Trusts and its Unitholders dated as of the date hereof is identical in all
material respects to its counterpart in the Prior Series, and, with respect
to Federal income tax matters, with your approval, relying solely upon the
opinion of Messrs. Chapman and Cutler, and our examination of such other
documents, records and matters of law as we deem necessary, we are of the
opinion that for New Jersey state and local tax purposes:
1. The New Jersey Trust will be recognized as a trust and not an
association taxable as a corporation. The New Jersey Trust will not be
subject to the New Jersey Corporation Business Tax or the New Jersey
Corporation Income Tax.
2. With respect to the non-corporate Unitholders who are residents
of New Jersey, the income of the New Jersey Trust which is allocable to each
such Unitholder will be treated as the income of such Unitholder
under the New Jersey Gross Income Tax. Interest on the underlying Bonds which
would be exempt from New Jersey Gross Income Tax if directly received by such
Unitholder will retain its status as tax-exempt interest when received
by the New Jersey Trust and distributed to such Unitholder. Any
proceeds paid under the insurance policy or policies issued to the Trustee of
the Fund with respect to each Bond or under individual policies obtained by
issuers of Bonds which represent maturing interest on defaulted obligations
held by the Trustee will be exempt from New Jersey Gross Income Tax if, and to
the same extent as, such interest would have been so exempt if paid by the
issuer of the defaulted obligations.
3. A non-corporate Unitholder will not be subject to the New
Jersey Gross Income Tax on any gain realized either when the New Jersey Trust
disposes of a Bond (whether by sale, exchange, redemption, or payment at
maturity), when the Unitholder redeems or sells his Units, or upon
payment of any proceeds under the insurance policy or policies issued to
the Trustee of the Fund with respect to each Bond or under individual policies
obtained by issuers of Bonds which represent maturing principal on defaulted
obligations held by the Trustee. Any loss realized on such disposition may
not be utilized to offset gains realized by such Unitholder on the
disposition of assets the gain on which is subject to the New Jersey Gross
Income Tax.
4. Units of the New Jersey Trust may be taxable on the death of a
Unitholder under the New Jersey Transfer Inheritance Tax Law or the New
Jersey Estate Tax Law.
5. If a Unitholder is a corporation subject to the New Jersey
Corporation Business Tax or New Jersey Corporation Income Tax, interest from
the Bonds in the New Jersey Trust which is allocable to such corporation will
be includable in its entire net income for purposes of the New Jersey
Corporation Business Tax or New Jersey Corporation Income Tax, less any
interest expense incurred to carry such investment to the extent such interest
expense has not been deducted in computing Federal taxable income. Net gains
derived by such corporation on the disposition of the Bonds by the New Jersey
Trust or on the disposition of its Units will be included in its entire net
income for purposes of the New Jersey Corporation Business Tax or New Jersey
Corporation Income Tax. Any proceeds paid under the insurance policy or
policies issued to the Trustee of the Fund with respect to each Bond or
under individual policies obtained by issuers of Bonds which represent
maturing interest or maturing principal on defaulted obligations held by the
Trustee will be included in its entire net income for purposes of the New
Jersey Corporation Business Tax or New Jersey Corporation Income Tax if, and
to the same extent as, such interest or proceeds would have been so included
if paid by the issuer of the defaulted obligations.
<PAGE>
We have not examined any of the obligations to be deposited in the Fund,
and express no opinion as to whether the interest on any such obligations
would in fact be tax-exempt if directly received by a Unitholder; nor
have we made any review of the proceedings relating to the issuance of Bonds
or the basis for bond counsel opinions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and a summary of
this opinion included in such Registration Statement and the Prospectus
included therein. In giving such consent we do not thereby admit that we
are in the category of persons whose consent is required by Section 7 of
the Securities Act of 1933, as amended, and the rules and regulations
thereunder.
Except as indicated in the immediately preceding paragraph hereof and
except with our prior written consent, this opinion may not be quoted in
whole or in part or otherwise referred to in any document or instrument
or be furnished to or relied upon by any person other than the addressee
and United States Trust Company of New York, as Trustee (including any
successor trustee).
Very truly yours,
Pitney, Hardin, Kipp & Szuch
<PAGE>
EXHIBIT 3.3
(On Dechert Price & Rhoads Letterhead)
01/06/94
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 711
Pennsylvania Insured Trust 175
Gentlemen:
You have requested our opinion as to the Pennsylvania tax aspects of the
above-captioned Trust(s) (the "Pennsylvania Trust(s)") which is (are) a part
of the Nuveen Tax-Exempt Unit Trust Series 711 ("Fund"). The Fund is
organized under the Trust Indenture and Agreement, of even date, between John
Nuveen & Co. Incorporated, as Depositor, and United States Trust Company of
New York, as Trustee. The Fund will contain several trusts, including the
Pennsylvania Trust(s), which will issue Units of fractional undivided
interests. The Units will be purchased by various investors ("Unit Holder").
Each Unit of the Pennsylvania Trust(s) represents a fractional undivided
interest in the principal and net income of such Trust(s) in the ratio of ten
Units for each $1,000 of value of the obligations initially acquired by such
Trust(s). Each Pennsylvania Trust will be administered as a distinct entity
with separate certificates, investments, expenses, books and records.
The proceeds of the sale of the Units will be invested primarily in
interest-bearing obligations issued by or on behalf of the Commonwealth of
Pennsylvania, its agencies and instrumentalities, or political subdivisions
thereof, including any county, city, borough, town, township, school disrict,
municipality, and local housing or parking authority in the Commonwealth of
Pennsylvania or issued by Puerto Rico, the Virgin Islands, Guam or the
Northern Mariana Islands ("Bonds"). Distributions of the interest received by
the Trust will be made semi-annually unless the Unit Holder elects otherwise.
In the opinion of bond counsel to each issuer, the interest on all bonds in
the Trust is exempt fromn federal income tax under existing law.
You have advised us that for federal income tax purposes each Pennsylvania
Trust will not be taxable as an association but will be governed by the
provisions of Subchapter J (relating to Trusts) of Chapter 1 of the Internal
Revenue Code of 1986. Each Unit Holder will be considered the owner of a pro
rata portion of the Unit Holder's respective Pennsylvania Trust and will be
subject to tax on the income therefrom under the provisions of Subpart E of
Subchapter J of Chapter 1 of the Internal Revenue Code of 1986. A Pennsylvania
Trust itself will not be subject to federal income taxes. For federal income
tax purposes, each item of trust income will have the same character in the
hands of a Unit Holder as it would have in the hands of the Trustee.
Accordingly, to the extent that the income of a Pennsylvania Trust consists of
interest excludable from gross income under Section 103 of the Internal
Revenue Code of 1986, such income will be excludable from federal gross income
of the Unit Holder.
Based upon the above facts, it is our opinion that for Pennsylvania state
and local tax purposes, a Pennsylvania Trust will be recognized as a trust not
taxable as a corporation.
Various personal property taxes are in effect in Pennsylvania, however,
each of them exempts, inter alia, Bonds, cash, checking and savings accounts
in and certificates of deposit issued by commercial banks, savings
institutions or trust companies and United States Treasury obligations. In
general, these taxes apply to a specified list of items of intangible
personal property including, inter alia, mortgages and other evidences of
indebtedness and shares of stock issued by business corporations not doing
business in Pennsylvania. The taxes referred to above include the County
Personal Property Tax imposed on residents of Pennsylvania by the Act of
June 17, 1913, P.L. 507, as amended, the additional personal property taxes
imposed on Pittsburgh residents by the School District of Pittsburgh under the
Act of June 20, 1947, P.L. 733, as amended, and by the City of Pittsburgh by
Ordinance No. 599 of December 28, 1967, under the Act of December 31, 1965,
P.L. 1257, and any additional personal property taxes that the School District
of Philadelphia may reimpose on Philadelphia residents under the authority
contained in the Act of May 23, 1949, P.L. 1676, as amended. Units evidencing
fractional undivided interests in a Pennsylvania Trust will not be subject to
any of these personal property taxes to the extent of that proportion of a
Pennsylvania Trust represented by Bonds and other exempt assets. Only that
proportion of the Units represented by taxable assets will be subject to the
personal property taxes. Pennsylvania Trust Units may be taxable under the
Pennsylvania inheritance and estate taxes.
The interest and gain from obligations issued by the Commonwealth of
Pennsylvania or by its political subdivisions or by any public authority of
either are exempt from tax under the Act of August 31, 1971, P.L. 395,
Act No. 94. However, that Act was repealed by the Act of December 3, 1993,
P.L. 473, Act No. 68 ("Act 68 of 1993") with respect to obligations issued on
or after February 1, 1994. Pursuant to Act 68 of 1993, profits, gains or
income derived from the sale, exchange or other disposition of exempt
government obligations issued after February 1, 1994 will be subject to state
or local taxation although interest and "income" derived from the exempt
obligations will continue to be exempt from all state and local taxation.
Therefore, the proportion of income representing interest from Bonds
distributable to Unit Holders is not taxable under the Pennsylvania
Personal Income Tax imposed by Article III of the Pennsylvania "Tax Reform
Code of 1971", as amended by the Act of August 31, 1971, P.L. 362, Act No. 93,
or under the Corporate Net Income Tax imposed on corporations by Article IV of
the Tax Reform Code. Similarly, such interest will not be taxable under the
Philadelphia School District Investment Income Tax imposed on
<PAGE>
Philadelphia resident individuals under the authority of the Act of August 9,
1963, P.L. 640, as implemented by Section 19-1804 of the Philadelphia Code,
as amended, and resolutions of the Board of Education of the School District
of Philadelphia made pursuant to the ordinances, and such interest will not be
subject to any of the taxes on net income from business activities
in Philadelphia under Philadelphia Code Sections 19-1500 and 19-2600, imposing
a Net Profits Tax and a Business Privilege Tax respectively. The City and
School District of Pittsburgh do not impose any taxes on unearned income.
Under the Pennsylvania Personal Income Tax Law, personal income tax is
imposed upon the following specified classes of income: (1) compensation for
services, (2) net profits from the operation of a business, profession, or
other activity, (3) net gains or income from the disposition of property, (4)
net gains or income in the form of rents and royalties, (5) dividends, (6)
interest from obligations not otherwise exempt, (7) gambling and lottery
winnings, (8) net gains or income from estates or trusts which fall under any
of the preceding classifications. Although there is no published authority
on the question, it is our opinion that any insurance proceeds paid in lieu of
interest on defaulted tax-exempt obligations will be exempt from Pennsylvania
Personal Income Tax either as payment in lieu of tax-exempt interest or as
payments of insurance proceeds which are not included in any of the classes
of income specified as taxable under the Pennsylvania Personal Income Tax
Law. Since Pennsylvania Corporate Net Income Tax is imposed upon the
corporation's net income for federal income tax purposes, because such
insurance proceeds will be excluded from the federal income tax base, such
proceeds will not be subject to the Pennsylvania Corporate Net Income Tax.
Finally, since proceeds from insurance policies are expressly excluded from
the Philadelphia School District Investment Income Tax, insurance proceeds
paid to replace defaulted payments under any Bonds held by the Pennsylvania
Trust(s) will not be subject to this tax.
Under Act 68 of 1993, a Unit Holder's share of gain upon disposition of a
Bond issued on or after February 1, 1994 by the Pennsylvania Trust, whether by
sale, exchange, redemption or payment at maturity, will be taxable under the
Pennsylvania Personal Income Tax. Gains on the disposition of Bonds issued
before February 1, 1994 will continue to be exempt. See 72 P.S. Section
7303 (a) (3) and 61 Pa. Code Section 121.9 (b) (3). While there is no
published authority with respect to the treatment of such gains for purposes of
the Philadelphia School District Investment Income Tax, it is our opinion that
gains upon dispositions of Bonds issued before February 1, 1994 are exempt
from this tax under Act of August 31, 1971, P.L. 395, Act No. 94, and, if the
question were litigated, the Pennsylvania courts should so hold. Gains on the
disposition of Bonds issued on or after February 1, 1994 will be taxable.
In any event, the Philadelphia School District Investment Income Tax has no
application to any gain on the disposition of property held for more than six
months.
In C.C. Collings & Co., Inc. vs. Commw. of Pennsylvania, 514 A.2d 1373
(1986), and two related cases, the Supreme Court of Pennsylvania held that
gains or losses from the sale of obligations of the Commonwealth of
Pennsylvania, its political subdivisions, instrumentalities and agencies
are not subject to the Corporate Net Income Tax. Profits, gains or income
derived from the sale, exchange or other disposition of those exempt
obligations issued on or after February 1, 1994, however, will be subject
to tax pursuant to Act 68 of 1993.
There is no published authority under any of the Pennsylvania state and
local income taxes described above with respect to gain from the redemption
or sale of a Unit. To the extent that such gain represents the
Unit Holder's share of any unrealized gain on the Bonds issued before
February 1, 1994 and held by the Trust, it is our opinion that such gain is
exempt from the above-described Pennsylvania state and local income taxes and,
if the question were litigated, the Pennsylvania courts should so hold. To the
extent that such gain is attributable to unrealized gain on bonds issued on or
after February 1, 1994, such gain will be taxable under such taxes. In any
event, the Philadelphia School District Investment Income Tax has no
application to any gain on the disposition of property held for more than
six months.
Interest on obligations of Puerto Rico, the Virgin Islands, Guam, or the
Northern Mariana Islands is, under federal law, exempt from taxation by states
and municipalities. Federal law does not expressly exclude from taxation gain
realized upon the disposition of such obligations. Therefore, a disposition
of such obligations by a Pennsylvania Trust could be a taxable event to a
Holder under each of the Pennsylvania state and local income taxes discussed
in the preceding paragraphs. See Willcuts v. Bunn, 282 U.S. 216 (1931); U.S.
v. Stewart, 311 U.S. 60 (1940). Similarly, to the extent that gain on the
redemption or sale of a Unit represents unrealized gain on such obligations
held by a Pennsylvania Trust, such gain could be taxable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 33-51205) relating to the Units referred to
above, and to the reference to our firm as special Pennsylvania tax counsel in
said Registration Statement and in the related Prospectus.
Very truly yours,
DECHERT PRICE & RHOADS
<PAGE>
EXHIBIT 4.1
(ON STANDARD & POOR'S CORPORATION LETTERHEAD)
01/06/94
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, IL 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 711
Gentlemen:
This is in response to your requests regarding the above-
captioned fund which consists of separate underlying unit investment trusts
(the "trusts"), SEC file # 33-51205.
We have reviewed the information presented to us and have assigned a 'AAA'
rating to the units of each insured trust and a 'AAA' rating to the securities
contained in each insured trust. The ratings are direct reflections of the
portfolio of each insured trust, which will be composed solely of securities
covered by bond insurance policies that insure against default in the payment
of principal and interest on the securities contained in each insured trust
for as long as they remain outstanding. We understand that the bonds
described in the prospectus are the same as those in the attached list.
Since such policies have been issued by MBIA which has been assigned a 'AAA'
claims paying ability rating by S&P, S&P has assigned a 'AAA' rating to
the units of each insured trust and a 'AAA' rating to the securities contained
in each insured trust.
You have permission to use the name of Standard & Poor's Corporation and
the above-assigned rating in connection with your dissemination of
information relating to the insured trusts provided that it is understood that
the ratings are not "market" ratings nor recommendations to buy, hold or sell
the units of the insured trusts or the securities contained in the insured
trusts. Further, it should be understood the rating on the units of each
insured trust does not take into account the extent to which the trust's
expenses or portfolio asset sales for less than the trust's purchase price
will reduce payment to the unit holders of the interest and principal
required to be paid on the portfolio assets. S&P reserves the right to
advise its own clients, subscribers, and the public of the ratings. S&P
relies on the sponsor and its counsel, accountants, and other experts for the
accuracy and completeness of the information submitted in connection with the
ratings. S&P does not independently verify the truth or accuracy of any such
information.
This letter evidences our consent to the use of the name of Standard &
Poor's Corporation in connection with the rating assigned to the units of
each insured trust in the registration statement or prospectus relating to the
units and the trusts. However, this letter should not be construed as a
consent by us, within the meaning of Section 7 of the Securities Act of 1933,
to the use of the name of Standard & Poor's Corporation in connection with the
ratings assigned to the securities contained in the insured trusts. You are
hereby authorized to file a copy of this letter with the Securities and
Exchange Commission.
Please be certain to send us three copies of your final prospectus as
soon as it becomes available. Should we not receive them within a reasonable
amount of time after the closing or should they not conform to the
certification received by us, we reserve the right to nullify the ratings.
Very truly yours,
STANDARD & POOR'S CORPORATION
By Vincent S. Orgo
<PAGE>
EXHIBIT 4.2
(On Kenny S+P Evaluation Services Inc., Letterhead)
01/06/94
John Nuveen & Company
333 West Wacker Drive
Chicago, IL 60606
RE: Nuveen Tax Exempt Unit Trust, Series 711
Gentlemen:
We have examined the Registration Statement File No. 33-51205,
for the above captioned trust. We hereby acknowledge that Kenny S+P
Evaluation Services, a division of Kenny Information Systems, Inc. is
currently acting as the evaluator for the trust. We hereby consent to the
use in the Registration Statement of the reference to Kenny S+P Evaluation
Services, a division of Kenny Information Systems, Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
Registration Statement for the respective bonds comprising the trust
portfolio are the ratings currently indicated in our KENNYBASE database.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
F.A. Shinal
Executive Vice President
<PAGE>
EXHIBIT 4.3
(ON CARTER LEDYARD & MILBURN LETTERHEAD)
01/06/94
Nuveen Tax-Exempt Unit Trust, Series 711
c/o John Nuveen & Co. Incorporated,
as Depositor of Nuveen Tax-Exempt Unit
Trust, Series 711
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 711
Dear Sirs:
We hereby consent to the reference to our firm under the caption "What is
the Tax Status of Unitholders?" in the Registration Statement and
related Prospectus of Nuveen Tax-Exempt Unit Trust, Series 711 for the
registration of units of fractional undivided interest in the Fund in the
aggregate principal amount as set forth in the Closing Memorandum dated
today's date.
Very truly yours,
CARTER, LEDYARD & MILBURN
<PAGE>
MEMORANDUM
Nuveen Tax-Exempt Unit Trust, Series 711
File No. 33-51205
The Prospectus and the Indenture filed with Amendment No. 1 of the
Registration Statement on Form S-6 have been revised to reflect information
regarding the execution of the Indenture and the deposit of bonds on 01/06/94,
and to set forth certain statistical data based thereon. In addition, there
are a number of other changes from the Prospectus as originally filed to which
reference is made, including the increase in the size of the Fund, a
corresponding increase in the number of Units and a change in the individual
trusts constituting the Fund. All references to the Units, prices and related
statistical data will apply to each trust of the Fund and the Units thereof
individually.
Except for such updating, an effort has been made to set forth below each
of the changes and also to reflect the same by marking the Prospectus
transmitted with the Amendment. Also, differences between the Final
Prospectus relating to the previous series of the Nuveen Tax-Exempt Unit
Trust and the subject Prospectus have been indicated.
FORM S-6
FACING SHEET. The file number is now shown.
THE PROSPECTUS
PAGE 3. The "Estimated Long-Term Return" and "Estimated Current
Return" to Unitholders under each Trust under each of the distribution
plans are stated.
PAGES 4 - 6. Essential information for each of the Trusts, including
applicable footnotes, has been completed for this Series.
PAGES 6 - 7. The date of the Indenture has been inserted in Section 1
along with the size and number of Units of each of the Trusts.
PAGE 9 et seq. The following information for each Trust appears on the
pages relating to such trust:
The estimated daily accrual of interest under the plans of
distribution for each of the Trusts
Data regarding the composition of the portfolio of each
Trust
Disclosure regarding the states' economic and legislative
matters relevant to investors of state trusts
Concentrations of issues by purpose in each Trust
The approximate percentage of the bonds in the
portfolio of each Trust acquired in distributions where
the Sponsor was either the sole underwriter or manager
or member of the underwriting syndicate
The percentage of "when issued" bonds in the portfolio
of each Trust
The schedule of investments for each Trust, including
the notes thereto
Descriptions of the opinions of the special tax
counsel for state trusts
The Record Dates and Distribution Dates for
interest distributions for each Trust
The distribution table for each Trust
Taxable Equivalent Estimated Current Return Tables for residents
of the respective jurisdictions
The statements of condition for each Trust
and the accountant's report with regard thereto.
THE INDENTURE
The Schedules to the Indenture have been completed.
CHAPMAN AND CUTLER
Chicago, Illinois
01/06/94
<PAGE>
STATEMENT OF UNITHOLDER ESTIMATED CASH FLOW
Series:0711 Day of Deposit:January 6, 1994
<TABLE>
California Insured Trust 219
<CAPTION> MONTHLY QUARTERLY SEMI-ANNUALLY
------------------------------------
<S> <C> <C> <C>
IRR: 4.738 4.751 4.746
CUR RET: 4.937 4.968 4.987
L/T RET: 5.021 5.050 5.069
</TABLE>
<TABLE>
ESTIMATED PRINCIPAL AND INTEREST
DISTRIBUTIONS PER UNIT
------------------------------------
<CAPTION> MON/YR MONTHLY QUARTERLY SEMI-ANNUALLY
- ----------------------------------------------
<S> <C> <C> <C>
JAN 94 -101.940 -101.940 -101.940
FEB 94 0.0000 0.0000 0.0000
MAR 94 0.0000 0.0000 0.0000
APR 94 0.4189 0.4189 0.4189
MAY 94 0.4189 0.4216 0.4232
JUN 94 0.4189 0.0000 0.0000
JUL 94 0.4189 0.0000 0.0000
AUG 94 0.4189 1.2648 0.0000
SEP 94 0.4189 0.0000 0.0000
OCT 94 0.4189 0.0000 0.0000
NOV 94 0.4189 1.2648 2.5392
DEC 94 0.4189 0.0000 0.0000
JAN 95 0.4189 0.0000 0.0000
FEB 95 0.4189 1.2648 0.0000
MAR 95 0.4189 0.0000 0.0000
APR 95 0.4189 0.0000 0.0000
MAY 95 0.4189 1.2648 2.5392
JUN 95 0.4189 0.0000 0.0000
JUL 95 0.4189 0.0000 0.0000
AUG 95 0.4189 1.2648 0.0000
SEP 95 0.4189 0.0000 0.0000
OCT 95 0.4189 0.0000 0.0000
NOV 95 0.4189 1.2648 2.5392
DEC 95 0.4189 0.0000 0.0000
JAN 96 0.4189 0.0000 0.0000
FEB 96 0.4189 1.2648 0.0000
MAR 96 0.4189 0.0000 0.0000
APR 96 0.4189 0.0000 0.0000
MAY 96 0.4189 1.2648 2.5392
JUN 96 0.4189 0.0000 0.0000
JUL 96 0.4189 0.0000 0.0000
AUG 96 0.4189 1.2648 0.0000
SEP 96 0.4189 0.0000 0.0000
OCT 96 0.4189 0.0000 0.0000
NOV 96 0.4189 1.2648 2.5392
DEC 96 0.4189 0.0000 0.0000
JAN 97 0.4189 0.0000 0.0000
FEB 97 0.4189 1.2648 0.0000
MAR 97 0.4189 0.0000 0.0000
APR 97 0.4189 0.0000 0.0000
MAY 97 0.4189 1.2648 2.5392
JUN 97 0.4189 0.0000 0.0000
JUL 97 0.4189 0.0000 0.0000
AUG 97 0.4189 1.2648 0.0000
SEP 97 0.4189 0.0000 0.0000
OCT 97 0.4189 0.0000 0.0000
NOV 97 0.4189 1.2648 2.5392
DEC 97 0.4189 0.0000 0.0000
JAN 98 0.4189 0.0000 0.0000
FEB 98 0.4189 1.2648 0.0000
MAR 98 0.4189 0.0000 0.0000
APR 98 0.4189 0.0000 0.0000
MAY 98 0.4189 1.2648 2.5392
JUN 98 0.4189 0.0000 0.0000
JUL 98 0.4189 0.0000 0.0000
AUG 98 0.4189 1.2648 0.0000
SEP 98 0.4189 0.0000 0.0000
OCT 98 0.4189 0.0000 0.0000
NOV 98 0.4189 1.2648 2.5392
DEC 98 0.4189 0.0000 0.0000
<PAGE>
JAN 99 0.4189 0.0000 0.0000
FEB 99 0.4189 1.2648 0.0000
MAR 99 0.4189 0.0000 0.0000
APR 99 0.4189 0.0000 0.0000
MAY 99 0.4189 1.2648 2.5392
JUN 99 0.4189 0.0000 0.0000
JUL 99 0.4189 0.0000 0.0000
AUG 99 0.4189 1.2648 0.0000
SEP 99 0.4189 0.0000 0.0000
OCT 99 0.4189 0.0000 0.0000
NOV 99 0.4189 1.2648 2.5392
DEC 99 0.4189 0.0000 0.0000
JAN 00 0.4189 0.0000 0.0000
FEB 00 0.4189 1.2648 0.0000
MAR 00 0.4189 0.0000 0.0000
APR 00 0.4189 0.0000 0.0000
MAY 00 0.4189 1.2648 2.5392
JUN 00 0.4189 0.0000 0.0000
JUL 00 0.4189 0.0000 0.0000
AUG 00 0.4189 1.2648 0.0000
SEP 00 0.4189 0.0000 0.0000
OCT 00 0.4189 0.0000 0.0000
NOV 00 0.4189 1.2648 2.5392
DEC 00 0.4189 0.0000 0.0000
JAN 01 0.4189 0.0000 0.0000
FEB 01 0.4189 1.2648 0.0000
MAR 01 0.4189 0.0000 0.0000
APR 01 0.4189 0.0000 0.0000
MAY 01 0.4189 1.2648 2.5392
JUN 01 0.4189 0.0000 0.0000
JUL 01 0.4189 0.0000 0.0000
AUG 01 0.4189 1.2648 0.0000
SEP 01 0.4189 0.0000 0.0000
OCT 01 0.4189 0.0000 0.0000
NOV 01 0.4189 1.2648 2.5392
DEC 01 0.4189 0.0000 0.0000
JAN 02 0.4189 0.0000 0.0000
FEB 02 0.4189 1.2648 0.0000
MAR 02 0.4189 0.0000 0.0000
APR 02 0.4189 0.0000 0.0000
MAY 02 0.4189 1.2648 2.5392
JUN 02 0.4189 0.0000 0.0000
JUL 02 0.4189 0.0000 0.0000
AUG 02 0.4189 1.2648 0.0000
SEP 02 0.4189 0.0000 0.0000
OCT 02 0.4189 0.0000 0.0000
NOV 02 0.4189 1.2648 2.5392
DEC 02 0.4189 0.0000 0.0000
JAN 03 0.4189 0.0000 0.0000
FEB 03 0.4189 1.2648 0.0000
MAR 03 0.4189 0.0000 0.0000
APR 03 0.4189 0.0000 0.0000
MAY 03 0.4189 1.2648 2.5392
JUN 03 0.4189 0.0000 0.0000
JUL 03 0.4189 0.0000 0.0000
AUG 03 0.4189 1.2648 0.0000
SEP 03 0.4189 0.0000 0.0000
OCT 03 0.4189 0.0000 0.0000
NOV 03 0.4189 1.2648 2.5392
DEC 03 0.4189 0.0000 0.0000
JAN 04 0.4189 0.0000 0.0000
FEB 04 0.4189 1.2648 0.0000
MAR 04 0.4189 0.0000 0.0000
APR 04 0.4189 0.0000 0.0000
MAY 04 0.4189 1.2648 2.5392
JUN 04 0.4189 0.0000 0.0000
JUL 04 0.4189 0.0000 0.0000
AUG 04 14.7046 15.5505 14.2857
SEP 04 0.3540 0.0000 0.0000
OCT 04 0.3540 0.0000 0.0000
NOV 04 0.3540 1.0690 2.3427
DEC 04 0.3540 0.0000 0.0000
JAN 05 0.3540 0.0000 0.0000
FEB 05 0.3540 1.0690 0.0000
MAR 05 0.3540 0.0000 0.0000
APR 05 0.3540 0.0000 0.0000
MAY 05 0.3540 1.0690 2.1462
JUN 05 0.3540 0.0000 0.0000
JUL 05 30.3540 30.0000 30.0000
AUG 05 15.2196 15.9338 15.0000
SEP 05 0.1531 0.0000 0.0000
OCT 05 0.1531 0.0000 0.0000
NOV 05 0.1531 0.4626 1.4020
DEC 05 14.4388 14.2857 14.2857
<PAGE>
JAN 06 0.0897 0.0000 0.0000
FEB 06 0.0897 0.3351 0.0000
MAR 06 0.0897 0.0000 0.0000
APR 06 0.0897 0.0000 0.0000
MAY 06 0.0897 0.2713 0.6092
JUN 06 14.3754 14.2857 14.2857
JUL 06 0.0263 0.0000 0.0000
AUG 06 0.0263 0.1438 0.0000
SEP 06 0.0263 0.0000 0.0000
OCT 06 0.0263 0.0000 0.0000
NOV 06 0.0263 0.0800 0.2252
DEC 06 0.0263 0.0000 0.0000
JAN 07 0.0263 0.0000 0.0000
FEB 07 0.0263 0.0800 0.0000
MAR 07 0.0263 0.0000 0.0000
APR 07 0.0263 0.0000 0.0000
MAY 07 0.0263 0.0800 0.1612
JUN 07 0.0263 0.0000 0.0000
JUL 07 0.0263 0.0000 0.0000
AUG 07 0.0263 0.0800 0.0000
SEP 07 0.0263 0.0000 0.0000
OCT 07 0.0263 0.0000 0.0000
NOV 07 0.0263 0.0800 0.1612
DEC 07 0.0263 0.0000 0.0000
JAN 08 0.0263 0.0000 0.0000
FEB 08 0.0263 0.0800 0.0000
MAR 08 0.0263 0.0000 0.0000
APR 08 0.0263 0.0000 0.0000
MAY 08 0.0263 0.0800 0.1612
JUN 08 0.0263 0.0000 0.0000
JUL 08 0.0263 0.0000 0.0000
AUG 08 0.0263 0.0800 0.0000
SEP 08 0.0263 0.0000 0.0000
OCT 08 0.0263 0.0000 0.0000
NOV 08 0.0263 0.0800 0.1612
DEC 08 0.0263 0.0000 0.0000
JAN 09 0.0263 0.0000 0.0000
FEB 09 0.0263 0.0800 0.0000
MAR 09 0.0263 0.0000 0.0000
APR 09 0.0263 0.0000 0.0000
MAY 09 0.0263 0.0800 0.1612
JUN 09 0.0263 0.0000 0.0000
JUL 09 0.0263 0.0000 0.0000
AUG 09 0.0263 0.0800 0.0000
SEP 09 0.0263 0.0000 0.0000
OCT 09 0.0263 0.0000 0.0000
NOV 09 0.0263 0.0800 0.1612
DEC 09 0.0263 0.0000 0.0000
JAN 10 0.0263 0.0000 0.0000
FEB 10 0.0263 0.0800 0.0000
MAR 10 0.0263 0.0000 0.0000
APR 10 0.0263 0.0000 0.0000
MAY 10 0.0263 0.0800 0.1612
JUN 10 0.0263 0.0000 0.0000
JUL 10 0.0263 0.0000 0.0000
AUG 10 0.0263 0.0800 0.0000
SEP 10 0.0263 0.0000 0.0000
OCT 10 0.0263 0.0000 0.0000
NOV 10 0.0263 0.0800 0.1612
DEC 10 0.0263 0.0000 0.0000
JAN 11 0.0263 0.0000 0.0000
FEB 11 0.0263 0.0800 0.0000
MAR 11 0.0263 0.0000 0.0000
APR 11 0.0263 0.0000 0.0000
MAY 11 0.0263 0.0800 0.1612
JUN 11 0.0263 0.0000 0.0000
JUL 11 0.0263 0.0000 0.0000
AUG 11 0.0263 0.0800 0.0000
SEP 11 5.7406 5.7142 5.7142
OCT 11 0.0271 0.0000 0.0000
NOV 11 0.0271 0.0813 0.1623
DEC 11 0.0271 0.0000 0.0000
JAN 12 0.0271 0.0000 0.0000
FEB 12 0.0271 0.0820 0.0000
MAR 12 0.0271 0.0000 0.0000
APR 12 0.0271 0.0000 0.0000
MAY 12 0.0271 0.0820 0.1647
JUN 12 0.0271 0.0000 0.0000
JUL 12 0.0271 0.0000 0.0000
AUG 12 0.0271 0.0820 0.0000
SEP 12 0.0271 0.0000 0.0000
OCT 12 0.0271 0.0000 0.0000
NOV 12 0.0271 0.0820 0.1647
DEC 12 0.0271 0.0000 0.0000
<PAGE>
JAN 13 0.0271 0.0000 0.0000
FEB 13 0.0271 0.0820 0.0000
MAR 13 0.0271 0.0000 0.0000
APR 13 0.0271 0.0000 0.0000
MAY 13 0.0271 0.0820 0.1647
JUN 13 0.0271 0.0000 0.0000
JUL 13 0.0271 0.0000 0.0000
AUG 13 0.0271 0.0820 0.0000
SEP 13 0.0271 0.0000 0.0000
OCT 13 0.0271 0.0000 0.0000
NOV 13 0.0271 0.0820 0.1647
DEC 13 0.0271 0.0000 0.0000
JAN 14 0.0271 0.0000 0.0000
FEB 14 0.0271 0.0820 0.0000
MAR 14 0.0271 0.0000 0.0000
APR 14 0.0271 0.0000 0.0000
MAY 14 0.0271 0.0820 0.1647
JUN 14 0.0271 0.0000 0.0000
JUL 14 0.0271 0.0000 0.0000
AUG 14 0.0271 0.0820 0.0000
SEP 14 0.0271 0.0000 0.0000
OCT 14 0.0271 0.0000 0.0000
NOV 14 0.0271 0.0820 0.1647
DEC 14 0.0271 0.0000 0.0000
JAN 15 0.0271 0.0000 0.0000
FEB 15 0.0271 0.0820 0.0000
MAR 15 0.0271 0.0000 0.0000
APR 15 0.0271 0.0000 0.0000
MAY 15 0.0271 0.0820 0.1647
JUN 15 0.0271 0.0000 0.0000
JUL 15 0.0271 0.0000 0.0000
AUG 15 0.0271 0.0820 0.0000
SEP 15 0.0271 0.0000 0.0000
OCT 15 0.0271 0.0000 0.0000
NOV 15 0.0271 0.0820 0.1647
DEC 15 0.0271 0.0000 0.0000
JAN 16 0.0271 0.0000 0.0000
FEB 16 0.0271 0.0820 0.0000
MAR 16 0.0271 0.0000 0.0000
APR 16 0.0271 0.0000 0.0000
MAY 16 0.0271 0.0820 0.1647
JUN 16 0.0271 0.0000 0.0000
JUL 16 0.0271 0.0000 0.0000
AUG 16 0.0271 0.0820 0.0000
SEP 16 0.0271 0.0000 0.0000
OCT 16 0.0271 0.0000 0.0000
NOV 16 0.0271 0.0820 0.1647
DEC 16 0.0271 0.0000 0.0000
JAN 17 0.0271 0.0000 0.0000
FEB 17 0.0271 0.0820 0.0000
MAR 17 0.0271 0.0000 0.0000
APR 17 0.0271 0.0000 0.0000
MAY 17 0.0271 0.0820 0.1647
JUN 17 0.0271 0.0000 0.0000
JUL 17 0.0271 0.0000 0.0000
AUG 17 0.0271 0.0820 0.0000
SEP 17 0.0271 0.0000 0.0000
OCT 17 0.0271 0.0000 0.0000
NOV 17 0.0271 0.0820 0.1647
DEC 17 0.0271 0.0000 0.0000
JAN 18 0.0271 0.0000 0.0000
FEB 18 0.0271 0.0820 0.0000
MAR 18 0.0271 0.0000 0.0000
APR 18 0.0271 0.0000 0.0000
MAY 18 0.0271 0.0820 0.1647
JUN 18 0.0271 0.0000 0.0000
JUL 18 0.0271 0.0000 0.0000
AUG 18 0.0271 0.0820 0.0000
SEP 18 0.0271 0.0000 0.0000
OCT 18 0.0271 0.0000 0.0000
NOV 18 0.0271 0.0820 0.1647
DEC 18 0.0271 0.0000 0.0000
JAN 19 0.0271 0.0000 0.0000
FEB 19 0.0271 0.0820 0.0000
MAR 19 0.0271 0.0000 0.0000
APR 19 0.0271 0.0000 0.0000
MAY 19 0.0271 0.0820 0.1647
JUN 19 0.0271 0.0000 0.0000
JUL 19 0.0271 0.0000 0.0000
AUG 19 0.0271 0.0820 0.0000
SEP 19 0.0271 0.0000 0.0000
OCT 19 0.0271 0.0000 0.0000
NOV 19 0.0271 0.0820 0.1647
DEC 19 0.0271 0.0000 0.0000
<PAGE>
JAN 20 0.0271 0.0000 0.0000
FEB 20 0.0271 0.0820 0.0000
MAR 20 0.0271 0.0000 0.0000
APR 20 0.0271 0.0000 0.0000
MAY 20 0.0271 0.0820 0.1647
JUN 20 0.0271 0.0000 0.0000
JUL 20 0.0271 0.0000 0.0000
AUG 20 0.0271 0.0820 0.0000
SEP 20 0.0271 0.0000 0.0000
OCT 20 0.0271 0.0000 0.0000
NOV 20 0.0271 0.0820 0.1647
DEC 20 0.0271 0.0000 0.0000
JAN 21 0.0271 0.0000 0.0000
FEB 21 0.0271 0.0820 0.0000
MAR 21 0.0271 0.0000 0.0000
APR 21 0.0271 0.0000 0.0000
MAY 21 0.0271 0.0820 0.1647
JUN 21 0.0271 0.0000 0.0000
JUL 21 0.0271 0.0000 0.0000
AUG 21 0.0271 0.0820 0.0000
SEP 21 0.0271 0.0000 0.0000
OCT 21 0.0271 0.0000 0.0000
NOV 21 0.0271 0.0820 0.1647
DEC 21 0.0271 0.0000 0.0000
JAN 22 0.0271 0.0000 0.0000
FEB 22 0.0271 0.0820 0.0000
MAR 22 0.0271 0.0000 0.0000
APR 22 0.0271 0.0000 0.0000
MAY 22 0.0271 0.0820 0.1647
JUN 22 0.0271 0.0000 0.0000
JUL 22 0.0271 0.0000 0.0000
AUG 22 0.0271 0.0820 0.0000
SEP 22 0.0271 0.0000 0.0000
OCT 22 0.0271 0.0000 0.0000
NOV 22 0.0271 0.0820 0.1647
DEC 22 0.0271 0.0000 0.0000
JAN 23 0.0271 0.0000 0.0000
FEB 23 0.0271 0.0820 0.0000
MAR 23 0.0271 0.0000 0.0000
APR 23 0.0271 0.0000 0.0000
MAY 23 0.0271 0.0820 0.1647
JUN 23 0.0271 0.0000 0.0000
JUL 23 0.0271 0.0000 0.0000
AUG 23 0.0271 0.0820 0.0000
SEP 23 0.0271 0.0000 0.0000
OCT 23 6.4557 6.4832 6.5658
</TABLE>
<PAGE>
<TABLE>
Florida Insured Trust 184
<CAPTION> MONTHLY QUARTERLY SEMI-ANNUALLY
------------------------------------
<S> <C> <C> <C>
IRR: 4.762 4.775 4.770
CUR RET: 4.930 4.961 4.980
L/T RET: 4.983 5.012 5.031
</TABLE>
<TABLE>
ESTIMATED PRINCIPAL AND INTEREST
DISTRIBUTIONS PER UNIT
------------------------------------
<CAPTION> MON/YR MONTHLY QUARTERLY SEMI-ANNUALLY
- ----------------------------------------------
<S> <C> <C> <C>
JAN 94 -101.740 -101.740 -101.740
FEB 94 0.0000 0.0000 0.0000
MAR 94 0.0000 0.0000 0.0000
APR 94 0.4175 0.4175 0.4175
MAY 94 0.4175 0.4202 0.4218
JUN 94 0.4175 0.0000 0.0000
JUL 94 0.4175 0.0000 0.0000
AUG 94 0.4175 1.2606 0.0000
SEP 94 0.4175 0.0000 0.0000
OCT 94 0.4175 0.0000 0.0000
NOV 94 0.4175 1.2606 2.5308
DEC 94 0.4175 0.0000 0.0000
JAN 95 0.4175 0.0000 0.0000
FEB 95 0.4175 1.2606 0.0000
MAR 95 0.4175 0.0000 0.0000
APR 95 0.4175 0.0000 0.0000
MAY 95 0.4175 1.2606 2.5308
JUN 95 0.4175 0.0000 0.0000
JUL 95 0.4175 0.0000 0.0000
AUG 95 0.4175 1.2606 0.0000
SEP 95 0.4175 0.0000 0.0000
OCT 95 0.4175 0.0000 0.0000
NOV 95 0.4175 1.2606 2.5308
DEC 95 0.4175 0.0000 0.0000
JAN 96 0.4175 0.0000 0.0000
FEB 96 0.4175 1.2606 0.0000
MAR 96 0.4175 0.0000 0.0000
APR 96 0.4175 0.0000 0.0000
MAY 96 0.4175 1.2606 2.5308
JUN 96 0.4175 0.0000 0.0000
JUL 96 0.4175 0.0000 0.0000
AUG 96 0.4175 1.2606 0.0000
SEP 96 0.4175 0.0000 0.0000
OCT 96 0.4175 0.0000 0.0000
NOV 96 0.4175 1.2606 2.5308
DEC 96 0.4175 0.0000 0.0000
JAN 97 0.4175 0.0000 0.0000
FEB 97 0.4175 1.2606 0.0000
MAR 97 0.4175 0.0000 0.0000
APR 97 0.4175 0.0000 0.0000
MAY 97 0.4175 1.2606 2.5308
JUN 97 0.4175 0.0000 0.0000
JUL 97 0.4175 0.0000 0.0000
AUG 97 0.4175 1.2606 0.0000
SEP 97 0.4175 0.0000 0.0000
OCT 97 0.4175 0.0000 0.0000
NOV 97 0.4175 1.2606 2.5308
DEC 97 0.4175 0.0000 0.0000
JAN 98 0.4175 0.0000 0.0000
FEB 98 0.4175 1.2606 0.0000
MAR 98 0.4175 0.0000 0.0000
APR 98 0.4175 0.0000 0.0000
MAY 98 0.4175 1.2606 2.5308
JUN 98 0.4175 0.0000 0.0000
JUL 98 0.4175 0.0000 0.0000
AUG 98 0.4175 1.2606 0.0000
SEP 98 0.4175 0.0000 0.0000
OCT 98 0.4175 0.0000 0.0000
NOV 98 0.4175 1.2606 2.5308
DEC 98 0.4175 0.0000 0.0000
<PAGE>
JAN 99 0.4175 0.0000 0.0000
FEB 99 0.4175 1.2606 0.0000
MAR 99 0.4175 0.0000 0.0000
APR 99 0.4175 0.0000 0.0000
MAY 99 0.4175 1.2606 2.5308
JUN 99 0.4175 0.0000 0.0000
JUL 99 0.4175 0.0000 0.0000
AUG 99 0.4175 1.2606 0.0000
SEP 99 0.4175 0.0000 0.0000
OCT 99 0.4175 0.0000 0.0000
NOV 99 0.4175 1.2606 2.5308
DEC 99 0.4175 0.0000 0.0000
JAN 00 0.4175 0.0000 0.0000
FEB 00 0.4175 1.2606 0.0000
MAR 00 0.4175 0.0000 0.0000
APR 00 0.4175 0.0000 0.0000
MAY 00 0.4175 1.2606 2.5308
JUN 00 0.4175 0.0000 0.0000
JUL 00 0.4175 0.0000 0.0000
AUG 00 0.4175 1.2606 0.0000
SEP 00 0.4175 0.0000 0.0000
OCT 00 0.4175 0.0000 0.0000
NOV 00 0.4175 1.2606 2.5308
DEC 00 0.4175 0.0000 0.0000
JAN 01 0.4175 0.0000 0.0000
FEB 01 0.4175 1.2606 0.0000
MAR 01 0.4175 0.0000 0.0000
APR 01 0.4175 0.0000 0.0000
MAY 01 0.4175 1.2606 2.5308
JUN 01 0.4175 0.0000 0.0000
JUL 01 0.4175 0.0000 0.0000
AUG 01 0.4175 1.2606 0.0000
SEP 01 0.4175 0.0000 0.0000
OCT 01 0.4175 0.0000 0.0000
NOV 01 0.4175 1.2606 2.5308
DEC 01 0.4175 0.0000 0.0000
JAN 02 0.4175 0.0000 0.0000
FEB 02 0.4175 1.2606 0.0000
MAR 02 0.4175 0.0000 0.0000
APR 02 0.4175 0.0000 0.0000
MAY 02 0.4175 1.2606 2.5308
JUN 02 0.4175 0.0000 0.0000
JUL 02 0.4175 0.0000 0.0000
AUG 02 0.4175 1.2606 0.0000
SEP 02 0.4175 0.0000 0.0000
OCT 02 15.4175 15.0000 15.0000
NOV 02 0.3510 1.1937 2.4636
DEC 02 0.3510 0.0000 0.0000
JAN 03 0.3510 0.0000 0.0000
FEB 03 0.3510 1.0598 0.0000
MAR 03 0.3510 0.0000 0.0000
APR 03 0.3510 0.0000 0.0000
MAY 03 0.3510 1.0598 2.1276
JUN 03 0.3510 0.0000 0.0000
JUL 03 0.3510 0.0000 0.0000
AUG 03 0.3510 1.0598 0.0000
SEP 03 0.3510 0.0000 0.0000
OCT 03 0.3510 0.0000 0.0000
NOV 03 0.3510 1.0598 2.1276
DEC 03 0.3510 0.0000 0.0000
JAN 04 0.3510 0.0000 0.0000
FEB 04 0.3510 1.0598 0.0000
MAR 04 0.3510 0.0000 0.0000
APR 04 0.3510 0.0000 0.0000
MAY 04 0.3510 1.0598 2.1276
JUN 04 15.3510 15.0000 15.0000
JUL 04 0.2844 0.0000 0.0000
AUG 04 0.2844 0.9258 0.0000
SEP 04 0.2844 0.0000 0.0000
OCT 04 7.1415 6.8571 6.8571
NOV 04 0.2540 0.8283 1.7609
DEC 04 0.2540 0.0000 0.0000
JAN 05 0.2540 0.0000 0.0000
FEB 05 0.2540 0.7670 0.0000
MAR 05 0.2540 0.0000 0.0000
APR 05 0.2540 0.0000 0.0000
MAY 05 14.5397 15.0528 15.8258
JUN 05 0.1906 0.0000 0.0000
JUL 05 9.9049 9.7142 9.7142
AUG 05 0.1495 0.5344 0.0000
SEP 05 0.1495 0.0000 0.0000
OCT 05 5.2923 5.1428 5.1428
NOV 05 0.1262 0.4283 0.9667
DEC 05 0.1262 0.0000 0.0000
<PAGE>
JAN 06 0.1262 0.0000 0.0000
FEB 06 0.1262 0.3815 0.0000
MAR 06 0.1262 0.0000 0.0000
APR 06 0.1262 0.0000 0.0000
MAY 06 0.1262 0.3815 0.7664
JUN 06 0.1262 0.0000 0.0000
JUL 06 0.1262 0.0000 0.0000
AUG 06 0.1262 0.3815 0.0000
SEP 06 0.1262 0.0000 0.0000
OCT 06 0.1262 0.0000 0.0000
NOV 06 0.1262 0.3815 0.7664
DEC 06 0.1262 0.0000 0.0000
JAN 07 0.1262 0.0000 0.0000
FEB 07 0.1262 0.3815 0.0000
MAR 07 0.1262 0.0000 0.0000
APR 07 0.1262 0.0000 0.0000
MAY 07 0.1262 0.3815 0.7664
JUN 07 0.1262 0.0000 0.0000
JUL 07 0.1262 0.0000 0.0000
AUG 07 0.1262 0.3815 0.0000
SEP 07 0.1262 0.0000 0.0000
OCT 07 0.1262 0.0000 0.0000
NOV 07 0.1262 0.3815 0.7664
DEC 07 0.1262 0.0000 0.0000
JAN 08 0.1262 0.0000 0.0000
FEB 08 0.1262 0.3815 0.0000
MAR 08 0.1262 0.0000 0.0000
APR 08 0.1262 0.0000 0.0000
MAY 08 0.1262 0.3815 0.7664
JUN 08 0.1262 0.0000 0.0000
JUL 08 0.1262 0.0000 0.0000
AUG 08 0.1262 0.3815 0.0000
SEP 08 0.1262 0.0000 0.0000
OCT 08 0.1262 0.0000 0.0000
NOV 08 0.1262 0.3815 0.7664
DEC 08 0.1262 0.0000 0.0000
JAN 09 0.1262 0.0000 0.0000
FEB 09 0.1262 0.3815 0.0000
MAR 09 0.1262 0.0000 0.0000
APR 09 0.1262 0.0000 0.0000
MAY 09 0.1262 0.3815 0.7664
JUN 09 0.1262 0.0000 0.0000
JUL 09 0.1262 0.0000 0.0000
AUG 09 0.1262 0.3815 0.0000
SEP 09 0.1262 0.0000 0.0000
OCT 09 0.1262 0.0000 0.0000
NOV 09 0.1262 0.3815 0.7664
DEC 09 0.1262 0.0000 0.0000
JAN 10 0.1262 0.0000 0.0000
FEB 10 0.1262 0.3815 0.0000
MAR 10 0.1262 0.0000 0.0000
APR 10 0.1262 0.0000 0.0000
MAY 10 0.1262 0.3815 0.7664
JUN 10 0.1262 0.0000 0.0000
JUL 10 0.1262 0.0000 0.0000
AUG 10 0.1262 0.3815 0.0000
SEP 10 0.1262 0.0000 0.0000
OCT 10 0.1262 0.0000 0.0000
NOV 10 0.1262 0.3815 0.7664
DEC 10 0.1262 0.0000 0.0000
JAN 11 0.1262 0.0000 0.0000
FEB 11 0.1262 0.3815 0.0000
MAR 11 0.1262 0.0000 0.0000
APR 11 0.1262 0.0000 0.0000
MAY 11 0.1262 0.3815 0.7664
JUN 11 0.1262 0.0000 0.0000
JUL 11 0.1262 0.0000 0.0000
AUG 11 0.1262 0.3815 0.0000
SEP 11 0.1262 0.0000 0.0000
OCT 11 0.1262 0.0000 0.0000
NOV 11 0.1262 0.3815 0.7664
DEC 11 0.1262 0.0000 0.0000
JAN 12 0.1262 0.0000 0.0000
FEB 12 0.1262 0.3815 0.0000
MAR 12 0.1262 0.0000 0.0000
APR 12 0.1262 0.0000 0.0000
MAY 12 0.1262 0.3815 0.7664
JUN 12 0.1262 0.0000 0.0000
JUL 12 0.1262 0.0000 0.0000
AUG 12 0.1262 0.3815 0.0000
SEP 12 0.1262 0.0000 0.0000
OCT 12 0.1262 0.0000 0.0000
NOV 12 0.1262 0.3815 0.7664
DEC 12 0.1262 0.0000 0.0000
<PAGE>
JAN 13 0.1262 0.0000 0.0000
FEB 13 0.1262 0.3815 0.0000
MAR 13 0.1262 0.0000 0.0000
APR 13 0.1262 0.0000 0.0000
MAY 13 0.1262 0.3815 0.7664
JUN 13 0.1262 0.0000 0.0000
JUL 13 0.1262 0.0000 0.0000
AUG 13 0.1262 0.3815 0.0000
SEP 13 0.1262 0.0000 0.0000
OCT 13 0.1262 0.0000 0.0000
NOV 13 0.1262 0.3815 0.7664
DEC 13 0.1262 0.0000 0.0000
JAN 14 0.1262 0.0000 0.0000
FEB 14 0.1262 0.3815 0.0000
MAR 14 0.1262 0.0000 0.0000
APR 14 0.1262 0.0000 0.0000
MAY 14 0.1262 0.3815 0.7664
JUN 14 0.1262 0.0000 0.0000
JUL 14 0.1262 0.0000 0.0000
AUG 14 0.1262 0.3815 0.0000
SEP 14 0.1262 0.0000 0.0000
OCT 14 0.1262 0.0000 0.0000
NOV 14 0.1262 0.3815 0.7664
DEC 14 0.1262 0.0000 0.0000
JAN 15 0.1262 0.0000 0.0000
FEB 15 0.1262 0.3815 0.0000
MAR 15 0.1262 0.0000 0.0000
APR 15 0.1262 0.0000 0.0000
MAY 15 0.1262 0.3815 0.7664
JUN 15 0.1262 0.0000 0.0000
JUL 15 0.1262 0.0000 0.0000
AUG 15 0.1262 0.3815 0.0000
SEP 15 0.1262 0.0000 0.0000
OCT 15 0.1262 0.0000 0.0000
NOV 15 0.1262 0.3815 0.7664
DEC 15 0.1262 0.0000 0.0000
JAN 16 0.1262 0.0000 0.0000
FEB 16 0.1262 0.3815 0.0000
MAR 16 0.1262 0.0000 0.0000
APR 16 0.1262 0.0000 0.0000
MAY 16 0.1262 0.3815 0.7664
JUN 16 0.1262 0.0000 0.0000
JUL 16 0.1262 0.0000 0.0000
AUG 16 0.1262 0.3815 0.0000
SEP 16 0.1262 0.0000 0.0000
OCT 16 0.1262 0.0000 0.0000
NOV 16 0.1262 0.3815 0.7664
DEC 16 0.1262 0.0000 0.0000
JAN 17 0.1262 0.0000 0.0000
FEB 17 0.1262 0.3815 0.0000
MAR 17 0.1262 0.0000 0.0000
APR 17 0.1262 0.0000 0.0000
MAY 17 0.1262 0.3815 0.7664
JUN 17 0.1262 0.0000 0.0000
JUL 17 0.1262 0.0000 0.0000
AUG 17 0.1262 0.3815 0.0000
SEP 17 0.1262 0.0000 0.0000
OCT 17 0.1262 0.0000 0.0000
NOV 17 0.1262 0.3815 0.7664
DEC 17 0.1262 0.0000 0.0000
JAN 18 0.1262 0.0000 0.0000
FEB 18 0.1262 0.3815 0.0000
MAR 18 0.1262 0.0000 0.0000
APR 18 4.1262 4.0000 4.0000
MAY 18 0.1268 0.3820 0.7668
JUN 18 0.1268 0.0000 0.0000
JUL 18 0.1268 0.0000 0.0000
AUG 18 0.1268 0.3830 0.0000
SEP 18 0.1268 0.0000 0.0000
OCT 18 0.1268 0.0000 0.0000
NOV 18 0.1268 0.3830 0.7688
DEC 18 0.1268 0.0000 0.0000
JAN 19 0.1268 0.0000 0.0000
FEB 19 0.1268 0.3830 0.0000
MAR 19 0.1268 0.0000 0.0000
APR 19 0.1268 0.0000 0.0000
MAY 19 0.1268 0.3830 0.7688
JUN 19 0.1268 0.0000 0.0000
JUL 19 0.1268 0.0000 0.0000
AUG 19 0.1268 0.3830 0.0000
SEP 19 0.1268 0.0000 0.0000
OCT 19 0.1268 0.0000 0.0000
NOV 19 0.1268 0.3830 0.7688
DEC 19 0.1268 0.0000 0.0000
<PAGE>
JAN 20 0.1268 0.0000 0.0000
FEB 20 0.1268 0.3830 0.0000
MAR 20 0.1268 0.0000 0.0000
APR 20 0.1268 0.0000 0.0000
MAY 20 0.1268 0.3830 0.7688
JUN 20 0.1268 0.0000 0.0000
JUL 20 0.1268 0.0000 0.0000
AUG 20 0.1268 0.3830 0.0000
SEP 20 0.1268 0.0000 0.0000
OCT 20 0.1268 0.0000 0.0000
NOV 20 0.1268 0.3830 0.7688
DEC 20 0.1268 0.0000 0.0000
JAN 21 0.1268 0.0000 0.0000
FEB 21 0.1268 0.3830 0.0000
MAR 21 0.1268 0.0000 0.0000
APR 21 0.1268 0.0000 0.0000
MAY 21 0.1268 0.3830 0.7688
JUN 21 0.1268 0.0000 0.0000
JUL 21 0.1268 0.0000 0.0000
AUG 21 0.1268 0.3830 0.0000
SEP 21 0.1268 0.0000 0.0000
OCT 21 0.1268 0.0000 0.0000
NOV 21 0.1268 0.3830 0.7688
DEC 21 15.1268 15.0000 15.0000
JAN 22 0.0618 0.0000 0.0000
FEB 22 0.0618 0.2522 0.0000
MAR 22 0.0618 0.0000 0.0000
APR 22 0.0618 0.0000 0.0000
MAY 22 0.0618 0.1868 0.4407
JUN 22 0.0618 0.0000 0.0000
JUL 22 0.0618 0.0000 0.0000
AUG 22 0.0618 0.1868 0.0000
SEP 22 0.0618 0.0000 0.0000
OCT 22 0.0618 0.0000 0.0000
NOV 22 0.0618 0.1868 0.3750
DEC 22 0.0618 0.0000 0.0000
JAN 23 0.0618 0.0000 0.0000
FEB 23 0.0618 0.1868 0.0000
MAR 23 0.0618 0.0000 0.0000
APR 23 0.0618 0.0000 0.0000
MAY 23 0.0618 0.1868 0.3750
JUN 23 0.0618 0.0000 0.0000
JUL 23 0.0618 0.0000 0.0000
AUG 23 0.0618 0.1868 0.0000
SEP 23 0.0618 0.0000 0.0000
OCT 23 0.0618 0.0000 0.0000
NOV 23 0.0618 0.1868 0.3750
DEC 23 15.0618 15.0622 15.0625
</TABLE>
<PAGE>
<TABLE>
Massachusetts Insured Trust 109
<CAPTION> MONTHLY QUARTERLY SEMI-ANNUALLY
------------------------------------
<S> <C> <C> <C>
IRR: 4.805 4.816 4.803
CUR RET: 4.912 4.942 4.960
L/T RET: 4.936 4.964 4.983
</TABLE>
<TABLE>
ESTIMATED PRINCIPAL AND INTEREST
DISTRIBUTIONS PER UNIT
------------------------------------
<CAPTION> MON/YR MONTHLY QUARTERLY SEMI-ANNUALLY
- ----------------------------------------------
<S> <C> <C> <C>
JAN 94 -104.550 -104.550 -104.550
FEB 94 0.0000 0.0000 0.0000
MAR 94 0.0000 0.0000 0.0000
APR 94 0.4275 0.4275 0.4275
MAY 94 0.4275 0.4301 0.4317
JUN 94 0.4275 0.0000 0.0000
JUL 94 0.4275 0.0000 0.0000
AUG 94 0.4275 1.2905 0.0000
SEP 94 0.4275 0.0000 0.0000
OCT 94 0.4275 0.0000 0.0000
NOV 94 0.4275 1.2905 2.5905
DEC 94 0.4275 0.0000 0.0000
JAN 95 0.4275 0.0000 0.0000
FEB 95 0.4275 1.2905 0.0000
MAR 95 0.4275 0.0000 0.0000
APR 95 0.4275 0.0000 0.0000
MAY 95 0.4275 1.2905 2.5905
JUN 95 0.4275 0.0000 0.0000
JUL 95 0.4275 0.0000 0.0000
AUG 95 0.4275 1.2905 0.0000
SEP 95 0.4275 0.0000 0.0000
OCT 95 0.4275 0.0000 0.0000
NOV 95 0.4275 1.2905 2.5905
DEC 95 0.4275 0.0000 0.0000
JAN 96 0.4275 0.0000 0.0000
FEB 96 0.4275 1.2905 0.0000
MAR 96 0.4275 0.0000 0.0000
APR 96 0.4275 0.0000 0.0000
MAY 96 0.4275 1.2905 2.5905
JUN 96 0.4275 0.0000 0.0000
JUL 96 0.4275 0.0000 0.0000
AUG 96 0.4275 1.2905 0.0000
SEP 96 0.4275 0.0000 0.0000
OCT 96 0.4275 0.0000 0.0000
NOV 96 0.4275 1.2905 2.5905
DEC 96 0.4275 0.0000 0.0000
JAN 97 0.4275 0.0000 0.0000
FEB 97 0.4275 1.2905 0.0000
MAR 97 0.4275 0.0000 0.0000
APR 97 0.4275 0.0000 0.0000
MAY 97 0.4275 1.2905 2.5905
JUN 97 0.4275 0.0000 0.0000
JUL 97 0.4275 0.0000 0.0000
AUG 97 0.4275 1.2905 0.0000
SEP 97 0.4275 0.0000 0.0000
OCT 97 0.4275 0.0000 0.0000
NOV 97 0.4275 1.2905 2.5905
DEC 97 0.4275 0.0000 0.0000
JAN 98 0.4275 0.0000 0.0000
FEB 98 0.4275 1.2905 0.0000
MAR 98 0.4275 0.0000 0.0000
APR 98 0.4275 0.0000 0.0000
MAY 98 0.4275 1.2905 2.5905
JUN 98 0.4275 0.0000 0.0000
JUL 98 0.4275 0.0000 0.0000
AUG 98 0.4275 1.2905 0.0000
SEP 98 0.4275 0.0000 0.0000
OCT 98 0.4275 0.0000 0.0000
NOV 98 0.4275 1.2905 2.5905
DEC 98 0.4275 0.0000 0.0000
<PAGE>
JAN 99 0.4275 0.0000 0.0000
FEB 99 0.4275 1.2905 0.0000
MAR 99 0.4275 0.0000 0.0000
APR 99 0.4275 0.0000 0.0000
MAY 99 0.4275 1.2905 2.5905
JUN 99 0.4275 0.0000 0.0000
JUL 99 0.4275 0.0000 0.0000
AUG 99 0.4275 1.2905 0.0000
SEP 99 0.4275 0.0000 0.0000
OCT 99 0.4275 0.0000 0.0000
NOV 99 0.4275 1.2905 2.5905
DEC 99 0.4275 0.0000 0.0000
JAN 00 0.4275 0.0000 0.0000
FEB 00 0.4275 1.2905 0.0000
MAR 00 0.4275 0.0000 0.0000
APR 00 0.4275 0.0000 0.0000
MAY 00 0.4275 1.2905 2.5905
JUN 00 0.4275 0.0000 0.0000
JUL 00 0.4275 0.0000 0.0000
AUG 00 0.4275 1.2905 0.0000
SEP 00 0.4275 0.0000 0.0000
OCT 00 0.4275 0.0000 0.0000
NOV 00 0.4275 1.2905 2.5905
DEC 00 0.4275 0.0000 0.0000
JAN 01 0.4275 0.0000 0.0000
FEB 01 0.4275 1.2905 0.0000
MAR 01 0.4275 0.0000 0.0000
APR 01 0.4275 0.0000 0.0000
MAY 01 0.4275 1.2905 2.5905
JUN 01 0.4275 0.0000 0.0000
JUL 01 0.4275 0.0000 0.0000
AUG 01 0.4275 1.2905 0.0000
SEP 01 0.4275 0.0000 0.0000
OCT 01 0.4275 0.0000 0.0000
NOV 01 0.4275 1.2905 2.5905
DEC 01 0.4275 0.0000 0.0000
JAN 02 0.4275 0.0000 0.0000
FEB 02 0.4275 1.2905 0.0000
MAR 02 0.4275 0.0000 0.0000
APR 02 0.4275 0.0000 0.0000
MAY 02 0.4275 1.2905 2.5905
JUN 02 0.4275 0.0000 0.0000
JUL 02 0.4275 0.0000 0.0000
AUG 02 0.4275 1.2905 0.0000
SEP 02 0.4275 0.0000 0.0000
OCT 02 0.4275 0.0000 0.0000
NOV 02 0.4275 1.2905 2.5905
DEC 02 0.4275 0.0000 0.0000
JAN 03 0.4275 0.0000 0.0000
FEB 03 0.4275 1.2905 0.0000
MAR 03 0.4275 0.0000 0.0000
APR 03 0.4275 0.0000 0.0000
MAY 03 0.4275 1.2905 2.5905
JUN 03 0.4275 0.0000 0.0000
JUL 03 0.4275 0.0000 0.0000
AUG 03 0.4275 1.2905 0.0000
SEP 03 0.4275 0.0000 0.0000
OCT 03 0.4275 0.0000 0.0000
NOV 03 0.4275 1.2905 2.5905
DEC 03 0.4275 0.0000 0.0000
JAN 04 0.4275 0.0000 0.0000
FEB 04 0.4275 1.2905 0.0000
MAR 04 0.4275 0.0000 0.0000
APR 04 0.4275 0.0000 0.0000
MAY 04 0.4275 1.2905 2.5905
JUN 04 0.4275 0.0000 0.0000
JUL 04 0.4275 0.0000 0.0000
AUG 04 0.4275 1.2905 0.0000
SEP 04 0.4275 0.0000 0.0000
OCT 04 0.4275 0.0000 0.0000
NOV 04 0.4275 1.2905 2.5905
DEC 04 0.4275 0.0000 0.0000
JAN 05 0.4275 0.0000 0.0000
FEB 05 0.4275 1.2905 0.0000
MAR 05 14.9989 14.5714 14.5714
APR 05 0.3628 0.0000 0.0000
MAY 05 0.3628 1.1604 2.4599
JUN 05 0.3628 0.0000 0.0000
JUL 05 13.6485 13.2857 13.2857
AUG 05 0.3066 1.0388 0.0000
SEP 05 0.3066 0.0000 0.0000
OCT 05 0.3066 0.0000 0.0000
NOV 05 14.5923 15.2114 16.2575
DEC 05 0.2462 0.0000 0.0000
<PAGE>
JAN 06 0.2462 0.0000 0.0000
FEB 06 0.2462 0.7433 0.0000
MAR 06 0.2462 0.0000 0.0000
APR 06 0.2462 0.0000 0.0000
MAY 06 0.2462 0.7433 1.4922
JUN 06 0.2462 0.0000 0.0000
JUL 06 0.2462 0.0000 0.0000
AUG 06 0.2462 0.7433 0.0000
SEP 06 0.2462 0.0000 0.0000
OCT 06 0.2462 0.0000 0.0000
NOV 06 0.2462 0.7433 1.4922
DEC 06 0.2462 0.0000 0.0000
JAN 07 0.2462 0.0000 0.0000
FEB 07 0.2462 0.7433 0.0000
MAR 07 0.2462 0.0000 0.0000
APR 07 0.2462 0.0000 0.0000
MAY 07 0.2462 0.7433 1.4922
JUN 07 0.2462 0.0000 0.0000
JUL 07 0.2462 0.0000 0.0000
AUG 07 0.2462 0.7433 0.0000
SEP 07 0.2462 0.0000 0.0000
OCT 07 0.2462 0.0000 0.0000
NOV 07 0.2462 0.7433 1.4922
DEC 07 0.2462 0.0000 0.0000
JAN 08 0.2462 0.0000 0.0000
FEB 08 0.2462 0.7433 0.0000
MAR 08 0.2462 0.0000 0.0000
APR 08 0.2462 0.0000 0.0000
MAY 08 0.2462 0.7433 1.4922
JUN 08 0.2462 0.0000 0.0000
JUL 08 0.2462 0.0000 0.0000
AUG 08 0.2462 0.7433 0.0000
SEP 08 0.2462 0.0000 0.0000
OCT 08 0.2462 0.0000 0.0000
NOV 08 0.2462 0.7433 1.4922
DEC 08 0.2462 0.0000 0.0000
JAN 09 0.2462 0.0000 0.0000
FEB 09 0.2462 0.7433 0.0000
MAR 09 0.2462 0.0000 0.0000
APR 09 0.2462 0.0000 0.0000
MAY 09 0.2462 0.7433 1.4922
JUN 09 0.2462 0.0000 0.0000
JUL 09 0.2462 0.0000 0.0000
AUG 09 0.2462 0.7433 0.0000
SEP 09 0.2462 0.0000 0.0000
OCT 09 0.2462 0.0000 0.0000
NOV 09 0.2462 0.7433 1.4922
DEC 09 0.2462 0.0000 0.0000
JAN 10 0.2462 0.0000 0.0000
FEB 10 0.2462 0.7433 0.0000
MAR 10 0.2462 0.0000 0.0000
APR 10 0.2462 0.0000 0.0000
MAY 10 0.2462 0.7433 1.4922
JUN 10 0.2462 0.0000 0.0000
JUL 10 0.2462 0.0000 0.0000
AUG 10 0.2462 0.7433 0.0000
SEP 10 0.2462 0.0000 0.0000
OCT 10 0.2462 0.0000 0.0000
NOV 10 0.2462 0.7433 1.4922
DEC 10 0.2462 0.0000 0.0000
JAN 11 0.2462 0.0000 0.0000
FEB 11 0.2462 0.7433 0.0000
MAR 11 0.2462 0.0000 0.0000
APR 11 0.2462 0.0000 0.0000
MAY 11 0.2462 0.7433 1.4922
JUN 11 0.2462 0.0000 0.0000
JUL 11 0.2462 0.0000 0.0000
AUG 11 0.2462 0.7433 0.0000
SEP 11 0.2462 0.0000 0.0000
OCT 11 0.2462 0.0000 0.0000
NOV 11 0.2462 0.7433 1.4922
DEC 11 0.2462 0.0000 0.0000
JAN 12 0.2462 0.0000 0.0000
FEB 12 0.2462 0.7433 0.0000
MAR 12 0.2462 0.0000 0.0000
APR 12 0.2462 0.0000 0.0000
MAY 12 0.2462 0.7433 1.4922
JUN 12 0.2462 0.0000 0.0000
JUL 12 0.2462 0.0000 0.0000
AUG 12 0.2462 0.7433 0.0000
SEP 12 0.2462 0.0000 0.0000
OCT 12 0.2462 0.0000 0.0000
NOV 12 0.2462 0.7433 1.4922
DEC 12 0.2462 0.0000 0.0000
<PAGE>
JAN 13 0.2462 0.0000 0.0000
FEB 13 0.2462 0.7433 0.0000
MAR 13 0.2462 0.0000 0.0000
APR 13 0.2462 0.0000 0.0000
MAY 13 0.2462 0.7433 1.4922
JUN 13 0.2462 0.0000 0.0000
JUL 13 0.2462 0.0000 0.0000
AUG 13 0.2462 0.7433 0.0000
SEP 13 0.2462 0.0000 0.0000
OCT 13 0.2462 0.0000 0.0000
NOV 13 0.2462 0.7433 1.4922
DEC 13 0.2462 0.0000 0.0000
JAN 14 0.2462 0.0000 0.0000
FEB 14 0.2462 0.7433 0.0000
MAR 14 0.2462 0.0000 0.0000
APR 14 0.2462 0.0000 0.0000
MAY 14 0.2462 0.7433 1.4922
JUN 14 0.2462 0.0000 0.0000
JUL 14 0.2462 0.0000 0.0000
AUG 14 0.2462 0.7433 0.0000
SEP 14 0.2462 0.0000 0.0000
OCT 14 0.2462 0.0000 0.0000
NOV 14 0.2462 0.7433 1.4922
DEC 14 0.2462 0.0000 0.0000
JAN 15 0.2462 0.0000 0.0000
FEB 15 0.2462 0.7433 0.0000
MAR 15 0.2462 0.0000 0.0000
APR 15 0.2462 0.0000 0.0000
MAY 15 0.2462 0.7433 1.4922
JUN 15 0.2462 0.0000 0.0000
JUL 15 0.2462 0.0000 0.0000
AUG 15 0.2462 0.7433 0.0000
SEP 15 0.2462 0.0000 0.0000
OCT 15 0.2462 0.0000 0.0000
NOV 15 0.2462 0.7433 1.4922
DEC 15 0.2462 0.0000 0.0000
JAN 16 0.2462 0.0000 0.0000
FEB 16 0.2462 0.7433 0.0000
MAR 16 0.2462 0.0000 0.0000
APR 16 0.2462 0.0000 0.0000
MAY 16 0.2462 0.7433 1.4922
JUN 16 0.2462 0.0000 0.0000
JUL 16 0.2462 0.0000 0.0000
AUG 16 0.2462 0.7433 0.0000
SEP 16 0.2462 0.0000 0.0000
OCT 16 0.2462 0.0000 0.0000
NOV 16 0.2462 0.7433 1.4922
DEC 16 0.2462 0.0000 0.0000
JAN 17 0.2462 0.0000 0.0000
FEB 17 0.2462 0.7433 0.0000
MAR 17 0.2462 0.0000 0.0000
APR 17 0.2462 0.0000 0.0000
MAY 17 0.2462 0.7433 1.4922
JUN 17 0.2462 0.0000 0.0000
JUL 17 0.2462 0.0000 0.0000
AUG 17 0.2462 0.7433 0.0000
SEP 17 0.2462 0.0000 0.0000
OCT 17 0.2462 0.0000 0.0000
NOV 17 0.2462 0.7433 1.4922
DEC 17 0.2462 0.0000 0.0000
JAN 18 0.2462 0.0000 0.0000
FEB 18 0.2462 0.7433 0.0000
MAR 18 0.2462 0.0000 0.0000
APR 18 0.2462 0.0000 0.0000
MAY 18 0.2462 0.7433 1.4922
JUN 18 0.2462 0.0000 0.0000
JUL 18 0.2462 0.0000 0.0000
AUG 18 0.2462 0.7433 0.0000
SEP 18 0.2462 0.0000 0.0000
OCT 18 0.2462 0.0000 0.0000
NOV 18 0.2462 0.7433 1.4922
DEC 18 0.2462 0.0000 0.0000
JAN 19 0.2462 0.0000 0.0000
FEB 19 0.2462 0.7433 0.0000
MAR 19 0.2462 0.0000 0.0000
APR 19 0.2462 0.0000 0.0000
MAY 19 0.2462 0.7433 1.4922
JUN 19 0.2462 0.0000 0.0000
JUL 19 0.2462 0.0000 0.0000
AUG 19 0.2462 0.7433 0.0000
SEP 19 14.5319 14.2857 14.2857
OCT 19 0.1858 0.0000 0.0000
NOV 19 0.1858 0.6217 1.3701
DEC 19 0.1858 0.0000 0.0000
<PAGE>
JAN 20 0.1858 0.0000 0.0000
FEB 20 0.1858 0.5609 0.0000
MAR 20 0.1858 0.0000 0.0000
APR 20 0.1858 0.0000 0.0000
MAY 20 0.1858 0.5609 1.1260
JUN 20 0.1858 0.0000 0.0000
JUL 20 0.1858 0.0000 0.0000
AUG 20 0.1858 0.5609 0.0000
SEP 20 0.1858 0.0000 0.0000
OCT 20 0.1858 0.0000 0.0000
NOV 20 0.1858 0.5609 1.1260
DEC 20 0.1858 0.0000 0.0000
JAN 21 0.1858 0.0000 0.0000
FEB 21 0.1858 0.5609 0.0000
MAR 21 0.1858 0.0000 0.0000
APR 21 0.1858 0.0000 0.0000
MAY 21 0.1858 0.5609 1.1260
JUN 21 0.1858 0.0000 0.0000
JUL 21 0.1858 0.0000 0.0000
AUG 21 0.1858 0.5609 0.0000
SEP 21 0.1858 0.0000 0.0000
OCT 21 0.1858 0.0000 0.0000
NOV 21 0.1858 0.5609 1.1260
DEC 21 0.1858 0.0000 0.0000
JAN 22 0.1858 0.0000 0.0000
FEB 22 0.1858 0.5609 0.0000
MAR 22 0.1858 0.0000 0.0000
APR 22 0.1858 0.0000 0.0000
MAY 22 0.1858 0.5609 1.1260
JUN 22 0.1858 0.0000 0.0000
JUL 22 0.1858 0.0000 0.0000
AUG 22 0.1858 0.5609 0.0000
SEP 22 0.1858 0.0000 0.0000
OCT 22 0.1858 0.0000 0.0000
NOV 22 0.1858 0.5609 1.1260
DEC 22 0.1858 0.0000 0.0000
JAN 23 14.4715 14.2857 14.2857
FEB 23 0.1269 0.5016 0.0000
MAR 23 0.1269 0.0000 0.0000
APR 23 0.1269 0.0000 0.0000
MAY 23 0.1269 0.3830 0.8879
JUN 23 0.1269 0.0000 0.0000
JUL 23 15.1269 15.0000 15.0000
AUG 23 0.0619 0.3176 0.0000
SEP 23 0.0619 0.0000 0.0000
OCT 23 0.0619 0.0000 0.0000
NOV 23 0.0619 0.1868 0.5063
DEC 23 0.0619 0.0000 0.0000
JAN 24 0.0619 0.0000 0.0000
FEB 24 0.0619 0.1868 0.0000
MAR 24 0.0619 0.0000 0.0000
APR 24 0.0619 0.0000 0.0000
MAY 24 0.0619 0.1868 0.3750
JUN 24 0.0619 0.0000 0.0000
JUL 24 14.3476 14.4102 14.4107
</TABLE>
<PAGE>
<TABLE>
New Jersey Insured Trust 171
<CAPTION> MONTHLY QUARTERLY SEMI-ANNUALLY
------------------------------------
<S> <C> <C> <C>
IRR: 4.543 4.555 4.546
CUR RET: 4.732 4.763 4.781
L/T RET: 4.793 4.831 4.841
</TABLE>
<TABLE>
ESTIMATED PRINCIPAL AND INTEREST
DISTRIBUTIONS PER UNIT
------------------------------------
<CAPTION> MON/YR MONTHLY QUARTERLY SEMI-ANNUALLY
- ----------------------------------------------
<S> <C> <C> <C>
JAN 94 -103.180 -103.180 -103.180
FEB 94 0.0000 0.0000 0.0000
MAR 94 0.0000 0.0000 0.0000
APR 94 0.4065 0.4065 0.4065
MAY 94 0.4065 0.4091 0.4107
JUN 94 0.4065 0.0000 0.0000
JUL 94 0.4065 0.0000 0.0000
AUG 94 0.4065 1.2275 0.0000
SEP 94 0.4065 0.0000 0.0000
OCT 94 0.4065 0.0000 0.0000
NOV 94 0.4065 1.2275 2.4645
DEC 94 0.4065 0.0000 0.0000
JAN 95 0.4065 0.0000 0.0000
FEB 95 0.4065 1.2275 0.0000
MAR 95 0.4065 0.0000 0.0000
APR 95 0.4065 0.0000 0.0000
MAY 95 0.4065 1.2275 2.4645
JUN 95 0.4065 0.0000 0.0000
JUL 95 0.4065 0.0000 0.0000
AUG 95 0.4065 1.2275 0.0000
SEP 95 0.4065 0.0000 0.0000
OCT 95 0.4065 0.0000 0.0000
NOV 95 0.4065 1.2275 2.4645
DEC 95 0.4065 0.0000 0.0000
JAN 96 0.4065 0.0000 0.0000
FEB 96 0.4065 1.2275 0.0000
MAR 96 0.4065 0.0000 0.0000
APR 96 0.4065 0.0000 0.0000
MAY 96 0.4065 1.2275 2.4645
JUN 96 0.4065 0.0000 0.0000
JUL 96 0.4065 0.0000 0.0000
AUG 96 0.4065 1.2275 0.0000
SEP 96 0.4065 0.0000 0.0000
OCT 96 0.4065 0.0000 0.0000
NOV 96 0.4065 1.2275 2.4645
DEC 96 0.4065 0.0000 0.0000
JAN 97 0.4065 0.0000 0.0000
FEB 97 0.4065 1.2275 0.0000
MAR 97 0.4065 0.0000 0.0000
APR 97 0.4065 0.0000 0.0000
MAY 97 0.4065 1.2275 2.4645
JUN 97 0.4065 0.0000 0.0000
JUL 97 0.4065 0.0000 0.0000
AUG 97 0.4065 1.2275 0.0000
SEP 97 0.4065 0.0000 0.0000
OCT 97 0.4065 0.0000 0.0000
NOV 97 0.4065 1.2275 2.4645
DEC 97 0.4065 0.0000 0.0000
JAN 98 0.4065 0.0000 0.0000
FEB 98 0.4065 1.2275 0.0000
MAR 98 0.4065 0.0000 0.0000
APR 98 0.4065 0.0000 0.0000
MAY 98 0.4065 1.2275 2.4645
JUN 98 0.4065 0.0000 0.0000
JUL 98 0.4065 0.0000 0.0000
AUG 98 0.4065 1.2275 0.0000
SEP 98 0.4065 0.0000 0.0000
OCT 98 0.4065 0.0000 0.0000
NOV 98 0.4065 1.2275 2.4645
DEC 98 0.4065 0.0000 0.0000
<PAGE>
JAN 99 0.4065 0.0000 0.0000
FEB 99 0.4065 1.2275 0.0000
MAR 99 0.4065 0.0000 0.0000
APR 99 0.4065 0.0000 0.0000
MAY 99 0.4065 1.2275 2.4645
JUN 99 0.4065 0.0000 0.0000
JUL 99 0.4065 0.0000 0.0000
AUG 99 0.4065 1.2275 0.0000
SEP 99 0.4065 0.0000 0.0000
OCT 99 0.4065 0.0000 0.0000
NOV 99 0.4065 1.2275 2.4645
DEC 99 0.4065 0.0000 0.0000
JAN 00 0.4065 0.0000 0.0000
FEB 00 0.4065 1.2275 0.0000
MAR 00 0.4065 0.0000 0.0000
APR 00 0.4065 0.0000 0.0000
MAY 00 0.4065 1.2275 2.4645
JUN 00 0.4065 0.0000 0.0000
JUL 00 0.4065 0.0000 0.0000
AUG 00 0.4065 1.2275 0.0000
SEP 00 0.4065 0.0000 0.0000
OCT 00 0.4065 0.0000 0.0000
NOV 00 0.4065 1.2275 2.4645
DEC 00 0.4065 0.0000 0.0000
JAN 01 0.4065 0.0000 0.0000
FEB 01 0.4065 1.2275 0.0000
MAR 01 0.4065 0.0000 0.0000
APR 01 0.4065 0.0000 0.0000
MAY 01 0.4065 1.2275 2.4645
JUN 01 0.4065 0.0000 0.0000
JUL 01 0.4065 0.0000 0.0000
AUG 01 0.4065 1.2275 0.0000
SEP 01 0.4065 0.0000 0.0000
OCT 01 0.4065 0.0000 0.0000
NOV 01 0.4065 1.2275 2.4645
DEC 01 0.4065 0.0000 0.0000
JAN 02 0.4065 0.0000 0.0000
FEB 02 0.4065 1.2275 0.0000
MAR 02 0.4065 0.0000 0.0000
APR 02 0.4065 0.0000 0.0000
MAY 02 0.4065 1.2275 2.4645
JUN 02 0.4065 0.0000 0.0000
JUL 02 0.4065 0.0000 0.0000
AUG 02 0.4065 1.2275 0.0000
SEP 02 0.4065 0.0000 0.0000
OCT 02 0.4065 0.0000 0.0000
NOV 02 0.4065 1.2275 2.4645
DEC 02 0.4065 0.0000 0.0000
JAN 03 0.4065 0.0000 0.0000
FEB 03 0.4065 1.2275 0.0000
MAR 03 0.4065 0.0000 0.0000
APR 03 0.4065 0.0000 0.0000
MAY 03 0.4065 1.2275 2.4645
JUN 03 0.4065 0.0000 0.0000
JUL 03 0.4065 0.0000 0.0000
AUG 03 0.4065 1.2275 0.0000
SEP 03 0.4065 0.0000 0.0000
OCT 03 0.4065 0.0000 0.0000
NOV 03 0.4065 1.2275 2.4645
DEC 03 0.4065 0.0000 0.0000
JAN 04 0.4065 0.0000 0.0000
FEB 04 0.4065 1.2275 0.0000
MAR 04 0.4065 0.0000 0.0000
APR 04 0.4065 0.0000 0.0000
MAY 04 0.4065 1.2275 2.4645
JUN 04 0.4065 0.0000 0.0000
JUL 04 0.4065 0.0000 0.0000
AUG 04 0.4065 1.2275 0.0000
SEP 04 0.4065 0.0000 0.0000
OCT 04 0.4065 0.0000 0.0000
NOV 04 0.4065 1.2275 2.4645
DEC 04 0.4065 0.0000 0.0000
JAN 05 7.5493 7.1428 7.1428
FEB 05 0.3733 1.1941 0.0000
MAR 05 0.3733 0.0000 0.0000
APR 05 0.3733 0.0000 0.0000
MAY 05 0.3733 1.1274 2.3306
JUN 05 0.3733 0.0000 0.0000
JUL 05 28.0876 27.7142 27.7142
AUG 05 0.2561 1.0094 0.0000
SEP 05 0.2561 0.0000 0.0000
OCT 05 0.2561 0.0000 0.0000
NOV 05 15.2561 15.7735 16.7900
DEC 05 15.1889 15.0000 15.0000
<PAGE>
JAN 06 0.1223 0.0000 0.0000
FEB 06 0.1223 0.4368 0.0000
MAR 06 0.1223 0.0000 0.0000
APR 06 0.1223 0.0000 0.0000
MAY 06 0.1223 0.3699 0.8103
JUN 06 0.1223 0.0000 0.0000
JUL 06 0.1223 0.0000 0.0000
AUG 06 0.1223 0.3699 0.0000
SEP 06 0.1223 0.0000 0.0000
OCT 06 0.1223 0.0000 0.0000
NOV 06 0.1223 0.3699 0.7431
DEC 06 0.1223 0.0000 0.0000
JAN 07 0.1223 0.0000 0.0000
FEB 07 0.1223 0.3699 0.0000
MAR 07 0.1223 0.0000 0.0000
APR 07 0.1223 0.0000 0.0000
MAY 07 0.1223 0.3699 0.7431
JUN 07 0.1223 0.0000 0.0000
JUL 07 0.1223 0.0000 0.0000
AUG 07 0.1223 0.3699 0.0000
SEP 07 0.1223 0.0000 0.0000
OCT 07 0.1223 0.0000 0.0000
NOV 07 0.1223 0.3699 0.7431
DEC 07 0.1223 0.0000 0.0000
JAN 08 0.1223 0.0000 0.0000
FEB 08 0.1223 0.3699 0.0000
MAR 08 0.1223 0.0000 0.0000
APR 08 0.1223 0.0000 0.0000
MAY 08 0.1223 0.3699 0.7431
JUN 08 0.1223 0.0000 0.0000
JUL 08 0.1223 0.0000 0.0000
AUG 08 0.1223 0.3699 0.0000
SEP 08 0.1223 0.0000 0.0000
OCT 08 0.1223 0.0000 0.0000
NOV 08 0.1223 0.3699 0.7431
DEC 08 0.1223 0.0000 0.0000
JAN 09 0.1223 0.0000 0.0000
FEB 09 0.1223 0.3699 0.0000
MAR 09 0.1223 0.0000 0.0000
APR 09 5.2652 5.1428 5.1428
MAY 09 0.1231 0.3705 0.7437
JUN 09 0.1231 0.0000 0.0000
JUL 09 15.1231 15.0000 15.0000
AUG 09 0.0628 0.3110 0.0000
SEP 09 0.0628 0.0000 0.0000
OCT 09 0.0628 0.0000 0.0000
NOV 09 0.0628 0.1896 0.5025
DEC 09 0.0628 0.0000 0.0000
JAN 10 0.0628 0.0000 0.0000
FEB 10 0.0628 0.1896 0.0000
MAR 10 0.0628 0.0000 0.0000
APR 10 0.0628 0.0000 0.0000
MAY 10 0.0628 0.1896 0.3806
JUN 10 0.0628 0.0000 0.0000
JUL 10 0.0628 0.0000 0.0000
AUG 10 0.0628 0.1896 0.0000
SEP 10 0.0628 0.0000 0.0000
OCT 10 0.0628 0.0000 0.0000
NOV 10 0.0628 0.1896 0.3806
DEC 10 0.0628 0.0000 0.0000
JAN 11 0.0628 0.0000 0.0000
FEB 11 0.0628 0.1896 0.0000
MAR 11 0.0628 0.0000 0.0000
APR 11 0.0628 0.0000 0.0000
MAY 11 0.0628 0.1896 0.3806
JUN 11 0.0628 0.0000 0.0000
JUL 11 0.0628 0.0000 0.0000
AUG 11 0.0628 0.1896 0.0000
SEP 11 0.0628 0.0000 0.0000
OCT 11 0.0628 0.0000 0.0000
NOV 11 0.0628 0.1896 0.3806
DEC 11 0.0628 0.0000 0.0000
JAN 12 0.0628 0.0000 0.0000
FEB 12 0.0628 0.1896 0.0000
MAR 12 0.0628 0.0000 0.0000
APR 12 0.0628 0.0000 0.0000
MAY 12 0.0628 0.1896 0.3806
JUN 12 0.0628 0.0000 0.0000
JUL 12 0.0628 0.0000 0.0000
AUG 12 0.0628 0.1896 0.0000
SEP 12 0.0628 0.0000 0.0000
OCT 12 0.0628 0.0000 0.0000
NOV 12 0.0628 0.1896 0.3806
DEC 12 0.0628 0.0000 0.0000
<PAGE>
JAN 13 0.0628 0.0000 0.0000
FEB 13 0.0628 0.1896 0.0000
MAR 13 0.0628 0.0000 0.0000
APR 13 0.0628 0.0000 0.0000
MAY 13 0.0628 0.1896 0.3806
JUN 13 0.0628 0.0000 0.0000
JUL 13 0.0628 0.0000 0.0000
AUG 13 0.0628 0.1896 0.0000
SEP 13 0.0628 0.0000 0.0000
OCT 13 0.0628 0.0000 0.0000
NOV 13 0.0628 0.1896 0.3806
DEC 13 0.0628 0.0000 0.0000
JAN 14 0.0628 0.0000 0.0000
FEB 14 0.0628 0.1896 0.0000
MAR 14 0.0628 0.0000 0.0000
APR 14 0.0628 0.0000 0.0000
MAY 14 0.0628 0.1896 0.3806
JUN 14 0.0628 0.0000 0.0000
JUL 14 0.0628 0.0000 0.0000
AUG 14 0.0628 0.1896 0.0000
SEP 14 0.0628 0.0000 0.0000
OCT 14 0.0628 0.0000 0.0000
NOV 14 0.0628 0.1896 0.3806
DEC 14 0.0628 0.0000 0.0000
JAN 15 0.0628 0.0000 0.0000
FEB 15 0.0628 0.1896 0.0000
MAR 15 0.0628 0.0000 0.0000
APR 15 0.0628 0.0000 0.0000
MAY 15 0.0628 0.1896 0.3806
JUN 15 0.0628 0.0000 0.0000
JUL 15 0.0628 0.0000 0.0000
AUG 15 0.0628 0.1896 0.0000
SEP 15 0.0628 0.0000 0.0000
OCT 15 0.0628 0.0000 0.0000
NOV 15 0.0628 0.1896 0.3806
DEC 15 0.0628 0.0000 0.0000
JAN 16 0.0628 0.0000 0.0000
FEB 16 0.0628 0.1896 0.0000
MAR 16 0.0628 0.0000 0.0000
APR 16 0.0628 0.0000 0.0000
MAY 16 0.0628 0.1896 0.3806
JUN 16 0.0628 0.0000 0.0000
JUL 16 0.0628 0.0000 0.0000
AUG 16 0.0628 0.1896 0.0000
SEP 16 0.0628 0.0000 0.0000
OCT 16 0.0628 0.0000 0.0000
NOV 16 0.0628 0.1896 0.3806
DEC 16 0.0628 0.0000 0.0000
JAN 17 0.0628 0.0000 0.0000
FEB 17 0.0628 0.1896 0.0000
MAR 17 0.0628 0.0000 0.0000
APR 17 0.0628 0.0000 0.0000
MAY 17 0.0628 0.1896 0.3806
JUN 17 0.0628 0.0000 0.0000
JUL 17 0.0628 0.0000 0.0000
AUG 17 0.0628 0.1896 0.0000
SEP 17 0.0628 0.0000 0.0000
OCT 17 0.0628 0.0000 0.0000
NOV 17 0.0628 0.1896 0.3806
DEC 17 0.0628 0.0000 0.0000
JAN 18 0.0628 0.0000 0.0000
FEB 18 0.0628 0.1896 0.0000
MAR 18 0.0628 0.0000 0.0000
APR 18 0.0628 0.0000 0.0000
MAY 18 0.0628 0.1896 0.3806
JUN 18 0.0628 0.0000 0.0000
JUL 18 15.0628 15.1264 15.1268
</TABLE>
<PAGE>
<TABLE>
Pennsylvania Insured Trust 175
<CAPTION> MONTHLY QUARTERLY SEMI-ANNUALLY
------------------------------------
<S> <C> <C> <C>
IRR: 4.716 4.731 4.725
CUR RET: 4.923 4.955 4.973
L/T RET: 4.964 4.993 5.012
</TABLE>
<TABLE>
ESTIMATED PRINCIPAL AND INTEREST
DISTRIBUTIONS PER UNIT
------------------------------------
<CAPTION> MON/YR MONTHLY QUARTERLY SEMI-ANNUALLY
- ----------------------------------------------
<S> <C> <C> <C>
JAN 94 -102.480 -102.480 -102.480
FEB 94 0.0000 0.0000 0.0000
MAR 94 0.0000 0.0000 0.0000
APR 94 0.4200 0.4200 0.4200
MAY 94 0.4200 0.4227 0.4243
JUN 94 0.4200 0.0000 0.0000
JUL 94 0.4200 0.0000 0.0000
AUG 94 0.4200 1.2681 0.0000
SEP 94 0.4200 0.0000 0.0000
OCT 94 0.4200 0.0000 0.0000
NOV 94 0.4200 1.2681 2.5458
DEC 94 0.4200 0.0000 0.0000
JAN 95 0.4200 0.0000 0.0000
FEB 95 0.4200 1.2681 0.0000
MAR 95 0.4200 0.0000 0.0000
APR 95 0.4200 0.0000 0.0000
MAY 95 0.4200 1.2681 2.5458
JUN 95 0.4200 0.0000 0.0000
JUL 95 0.4200 0.0000 0.0000
AUG 95 0.4200 1.2681 0.0000
SEP 95 0.4200 0.0000 0.0000
OCT 95 0.4200 0.0000 0.0000
NOV 95 0.4200 1.2681 2.5458
DEC 95 0.4200 0.0000 0.0000
JAN 96 0.4200 0.0000 0.0000
FEB 96 0.4200 1.2681 0.0000
MAR 96 0.4200 0.0000 0.0000
APR 96 0.4200 0.0000 0.0000
MAY 96 0.4200 1.2681 2.5458
JUN 96 0.4200 0.0000 0.0000
JUL 96 0.4200 0.0000 0.0000
AUG 96 0.4200 1.2681 0.0000
SEP 96 0.4200 0.0000 0.0000
OCT 96 0.4200 0.0000 0.0000
NOV 96 0.4200 1.2681 2.5458
DEC 96 0.4200 0.0000 0.0000
JAN 97 0.4200 0.0000 0.0000
FEB 97 0.4200 1.2681 0.0000
MAR 97 0.4200 0.0000 0.0000
APR 97 0.4200 0.0000 0.0000
MAY 97 0.4200 1.2681 2.5458
JUN 97 0.4200 0.0000 0.0000
JUL 97 0.4200 0.0000 0.0000
AUG 97 0.4200 1.2681 0.0000
SEP 97 0.4200 0.0000 0.0000
OCT 97 0.4200 0.0000 0.0000
NOV 97 0.4200 1.2681 2.5458
DEC 97 0.4200 0.0000 0.0000
JAN 98 0.4200 0.0000 0.0000
FEB 98 0.4200 1.2681 0.0000
MAR 98 0.4200 0.0000 0.0000
APR 98 0.4200 0.0000 0.0000
MAY 98 0.4200 1.2681 2.5458
JUN 98 0.4200 0.0000 0.0000
JUL 98 0.4200 0.0000 0.0000
AUG 98 0.4200 1.2681 0.0000
SEP 98 0.4200 0.0000 0.0000
OCT 98 0.4200 0.0000 0.0000
NOV 98 0.4200 1.2681 2.5458
DEC 98 0.4200 0.0000 0.0000
<PAGE>
JAN 99 0.4200 0.0000 0.0000
FEB 99 0.4200 1.2681 0.0000
MAR 99 0.4200 0.0000 0.0000
APR 99 0.4200 0.0000 0.0000
MAY 99 0.4200 1.2681 2.5458
JUN 99 0.4200 0.0000 0.0000
JUL 99 0.4200 0.0000 0.0000
AUG 99 0.4200 1.2681 0.0000
SEP 99 0.4200 0.0000 0.0000
OCT 99 0.4200 0.0000 0.0000
NOV 99 0.4200 1.2681 2.5458
DEC 99 0.4200 0.0000 0.0000
JAN 00 0.4200 0.0000 0.0000
FEB 00 0.4200 1.2681 0.0000
MAR 00 0.4200 0.0000 0.0000
APR 00 0.4200 0.0000 0.0000
MAY 00 0.4200 1.2681 2.5458
JUN 00 0.4200 0.0000 0.0000
JUL 00 0.4200 0.0000 0.0000
AUG 00 0.4200 1.2681 0.0000
SEP 00 0.4200 0.0000 0.0000
OCT 00 0.4200 0.0000 0.0000
NOV 00 0.4200 1.2681 2.5458
DEC 00 0.4200 0.0000 0.0000
JAN 01 0.4200 0.0000 0.0000
FEB 01 0.4200 1.2681 0.0000
MAR 01 0.4200 0.0000 0.0000
APR 01 0.4200 0.0000 0.0000
MAY 01 0.4200 1.2681 2.5458
JUN 01 0.4200 0.0000 0.0000
JUL 01 0.4200 0.0000 0.0000
AUG 01 0.4200 1.2681 0.0000
SEP 01 0.4200 0.0000 0.0000
OCT 01 0.4200 0.0000 0.0000
NOV 01 0.4200 1.2681 2.5458
DEC 01 0.4200 0.0000 0.0000
JAN 02 0.4200 0.0000 0.0000
FEB 02 0.4200 1.2681 0.0000
MAR 02 0.4200 0.0000 0.0000
APR 02 0.4200 0.0000 0.0000
MAY 02 0.4200 1.2681 2.5458
JUN 02 0.4200 0.0000 0.0000
JUL 02 0.4200 0.0000 0.0000
AUG 02 0.4200 1.2681 0.0000
SEP 02 0.4200 0.0000 0.0000
OCT 02 0.4200 0.0000 0.0000
NOV 02 0.4200 1.2681 2.5458
DEC 02 0.4200 0.0000 0.0000
JAN 03 0.4200 0.0000 0.0000
FEB 03 0.4200 1.2681 0.0000
MAR 03 0.4200 0.0000 0.0000
APR 03 0.4200 0.0000 0.0000
MAY 03 11.8486 12.6967 13.9743
JUN 03 14.6555 14.2857 14.2857
JUL 03 0.3052 0.0000 0.0000
AUG 03 0.3052 0.9866 0.0000
SEP 03 0.3052 0.0000 0.0000
OCT 03 0.3052 0.0000 0.0000
NOV 03 0.3052 0.9216 1.9155
DEC 03 0.3052 0.0000 0.0000
JAN 04 0.3052 0.0000 0.0000
FEB 04 0.3052 0.9216 0.0000
MAR 04 0.3052 0.0000 0.0000
APR 04 0.3052 0.0000 0.0000
MAY 04 0.3052 0.9216 1.8503
JUN 04 0.3052 0.0000 0.0000
JUL 04 0.3052 0.0000 0.0000
AUG 04 0.3052 0.9216 0.0000
SEP 04 0.3052 0.0000 0.0000
OCT 04 0.3052 0.0000 0.0000
NOV 04 0.3052 0.9216 1.8503
DEC 04 15.3052 15.0000 15.0000
JAN 05 0.2386 0.0000 0.0000
FEB 05 0.2386 0.7877 0.0000
MAR 05 0.2386 0.0000 0.0000
APR 05 0.2386 0.0000 0.0000
MAY 05 0.2386 0.7207 1.5143
JUN 05 0.2386 0.0000 0.0000
JUL 05 13.0958 12.8571 12.8571
AUG 05 0.1842 0.6660 0.0000
SEP 05 0.1842 0.0000 0.0000
OCT 05 0.1842 0.0000 0.0000
NOV 05 0.1842 0.5566 1.2274
DEC 05 0.1842 0.0000 0.0000
<PAGE>
JAN 06 14.4700 14.2857 14.2857
FEB 06 0.1209 0.4928 0.0000
MAR 06 0.1209 0.0000 0.0000
APR 06 0.1209 0.0000 0.0000
MAY 06 0.1209 0.3652 0.8616
JUN 06 0.1209 0.0000 0.0000
JUL 06 0.1209 0.0000 0.0000
AUG 06 0.1209 0.3652 0.0000
SEP 06 0.1209 0.0000 0.0000
OCT 06 0.1209 0.0000 0.0000
NOV 06 0.1209 0.3652 0.7336
DEC 06 0.1209 0.0000 0.0000
JAN 07 0.1209 0.0000 0.0000
FEB 07 0.1209 0.3652 0.0000
MAR 07 0.1209 0.0000 0.0000
APR 07 0.1209 0.0000 0.0000
MAY 07 0.1209 0.3652 0.7336
JUN 07 0.1209 0.0000 0.0000
JUL 07 0.1209 0.0000 0.0000
AUG 07 0.1209 0.3652 0.0000
SEP 07 0.1209 0.0000 0.0000
OCT 07 0.1209 0.0000 0.0000
NOV 07 0.1209 0.3652 0.7336
DEC 07 0.1209 0.0000 0.0000
JAN 08 0.1209 0.0000 0.0000
FEB 08 0.1209 0.3652 0.0000
MAR 08 0.1209 0.0000 0.0000
APR 08 0.1209 0.0000 0.0000
MAY 08 0.1209 0.3652 0.7336
JUN 08 0.1209 0.0000 0.0000
JUL 08 0.1209 0.0000 0.0000
AUG 08 0.1209 0.3652 0.0000
SEP 08 0.1209 0.0000 0.0000
OCT 08 0.1209 0.0000 0.0000
NOV 08 0.1209 0.3652 0.7336
DEC 08 0.1209 0.0000 0.0000
JAN 09 0.1209 0.0000 0.0000
FEB 09 0.1209 0.3652 0.0000
MAR 09 0.1209 0.0000 0.0000
APR 09 0.1209 0.0000 0.0000
MAY 09 0.1209 0.3652 0.7336
JUN 09 0.1209 0.0000 0.0000
JUL 09 0.1209 0.0000 0.0000
AUG 09 0.1209 0.3652 0.0000
SEP 09 0.1209 0.0000 0.0000
OCT 09 0.1209 0.0000 0.0000
NOV 09 0.1209 0.3652 0.7336
DEC 09 0.1209 0.0000 0.0000
JAN 10 0.1209 0.0000 0.0000
FEB 10 0.1209 0.3652 0.0000
MAR 10 0.1209 0.0000 0.0000
APR 10 0.1209 0.0000 0.0000
MAY 10 0.1209 0.3652 0.7336
JUN 10 0.1209 0.0000 0.0000
JUL 10 0.1209 0.0000 0.0000
AUG 10 0.1209 0.3652 0.0000
SEP 10 0.1209 0.0000 0.0000
OCT 10 0.1209 0.0000 0.0000
NOV 10 0.1209 0.3652 0.7336
DEC 10 0.1209 0.0000 0.0000
JAN 11 0.1209 0.0000 0.0000
FEB 11 0.1209 0.3652 0.0000
MAR 11 0.1209 0.0000 0.0000
APR 11 0.1209 0.0000 0.0000
MAY 11 0.1209 0.3652 0.7336
JUN 11 0.1209 0.0000 0.0000
JUL 11 0.1209 0.0000 0.0000
AUG 11 0.1209 0.3652 0.0000
SEP 11 0.1209 0.0000 0.0000
OCT 11 0.1209 0.0000 0.0000
NOV 11 0.1209 0.3652 0.7336
DEC 11 0.1209 0.0000 0.0000
JAN 12 0.1209 0.0000 0.0000
FEB 12 0.1209 0.3652 0.0000
MAR 12 0.1209 0.0000 0.0000
APR 12 0.1209 0.0000 0.0000
MAY 12 0.1209 0.3652 0.7336
JUN 12 0.1209 0.0000 0.0000
JUL 12 0.1209 0.0000 0.0000
AUG 12 0.1209 0.3652 0.0000
SEP 12 0.1209 0.0000 0.0000
OCT 12 0.1209 0.0000 0.0000
NOV 12 0.1209 0.3652 0.7336
DEC 12 0.1209 0.0000 0.0000
<PAGE>
JAN 13 0.1209 0.0000 0.0000
FEB 13 0.1209 0.3652 0.0000
MAR 13 0.1209 0.0000 0.0000
APR 13 0.1209 0.0000 0.0000
MAY 13 0.1209 0.3652 0.7336
JUN 13 0.1209 0.0000 0.0000
JUL 13 0.1209 0.0000 0.0000
AUG 13 0.1209 0.3652 0.0000
SEP 13 0.1209 0.0000 0.0000
OCT 13 0.1209 0.0000 0.0000
NOV 13 0.1209 0.3652 0.7336
DEC 13 0.1209 0.0000 0.0000
JAN 14 0.1209 0.0000 0.0000
FEB 14 0.1209 0.3652 0.0000
MAR 14 0.1209 0.0000 0.0000
APR 14 0.1209 0.0000 0.0000
MAY 14 0.1209 0.3652 0.7336
JUN 14 0.1209 0.0000 0.0000
JUL 14 0.1209 0.0000 0.0000
AUG 14 0.1209 0.3652 0.0000
SEP 14 0.1209 0.0000 0.0000
OCT 14 0.1209 0.0000 0.0000
NOV 14 0.1209 0.3652 0.7336
DEC 14 0.1209 0.0000 0.0000
JAN 15 0.1209 0.0000 0.0000
FEB 15 0.1209 0.3652 0.0000
MAR 15 0.1209 0.0000 0.0000
APR 15 0.1209 0.0000 0.0000
MAY 15 0.1209 0.3652 0.7336
JUN 15 0.1209 0.0000 0.0000
JUL 15 0.1209 0.0000 0.0000
AUG 15 0.1209 0.3652 0.0000
SEP 15 0.1209 0.0000 0.0000
OCT 15 0.1209 0.0000 0.0000
NOV 15 14.4066 14.6510 15.0193
DEC 15 0.0598 0.0000 0.0000
JAN 16 0.0598 0.0000 0.0000
FEB 16 0.0598 0.1811 0.0000
MAR 16 0.0598 0.0000 0.0000
APR 16 0.0598 0.0000 0.0000
MAY 16 0.0598 0.1811 0.3639
JUN 16 2.9170 2.8571 2.8571
JUL 16 0.0603 0.0000 0.0000
AUG 16 0.0603 0.1817 0.0000
SEP 16 0.0603 0.0000 0.0000
OCT 16 0.0603 0.0000 0.0000
NOV 16 0.0603 0.1821 0.3653
DEC 16 0.0603 0.0000 0.0000
JAN 17 0.0603 0.0000 0.0000
FEB 17 0.0603 0.1821 0.0000
MAR 17 0.0603 0.0000 0.0000
APR 17 0.0603 0.0000 0.0000
MAY 17 0.0603 0.1821 0.3656
JUN 17 0.0603 0.0000 0.0000
JUL 17 0.0603 0.0000 0.0000
AUG 17 0.0603 0.1821 0.0000
SEP 17 0.0603 0.0000 0.0000
OCT 17 0.0603 0.0000 0.0000
NOV 17 0.0603 0.1821 0.3656
DEC 17 0.0603 0.0000 0.0000
JAN 18 0.0603 0.0000 0.0000
FEB 18 0.0603 0.1821 0.0000
MAR 18 0.0603 0.0000 0.0000
APR 18 0.0603 0.0000 0.0000
MAY 18 0.0603 0.1821 0.3656
JUN 18 0.0603 0.0000 0.0000
JUL 18 0.0603 0.0000 0.0000
AUG 18 0.0603 0.1821 0.0000
SEP 18 0.0603 0.0000 0.0000
OCT 18 0.0603 0.0000 0.0000
NOV 18 0.0603 0.1821 0.3656
DEC 18 0.0603 0.0000 0.0000
JAN 19 0.0603 0.0000 0.0000
FEB 19 0.0603 0.1821 0.0000
MAR 19 0.0603 0.0000 0.0000
APR 19 0.0603 0.0000 0.0000
MAY 19 0.0603 0.1821 0.3656
JUN 19 15.0301 15.0890 15.0893
</TABLE>
