<PAGE>
File No. 33-61963
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 821
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: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
It is proposed that this filing will become effective (check appropriate box)
-----
----- immediately upon filing pursuant to paragraph (b)
-----
----- on (date) pursuant to paragraph (b)
-----
----- 60 days after filing pursuant to paragraph (a)
-----
----- on (date) pursuant to paragraph (a) of rule 485 or 486
E. Title 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.
*Previously Paid
______
Check box if it is proposed that this filing will become effective
X on 8/25/95 at 1:30 p.m. pursuant to Rule 487.
______
<PAGE>
NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 821
Cross-Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction 1 as
to Prospectus on Form S-6)
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust ) Prospectus Cover Page
(b) Title of securities issued )
2. Name and address of Depositor )23 Information About the Sponsor
3. Name and address of Trustee )22 Information About the Trustee
4. Name and address of principal )23 Information About the Sponsor
Underwriter )
5. Organization of trust ) 1 What Is The Nuveen Tax-Exempt
) Unit Trust?
6. Execution and termination of ) 1 What Is The Nuveen Tax-Exempt
Trust Agreement ) Unit Trust?
)22 Information About the Trustee
)24 Other Information
7. Changes of Name *
8. Fiscal Year
9. Litigation
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. General Information regarding ) 3 Summary of Portfolios
trust's securities ) 5 Why and How are the Bonds
Insured?
13 When Are Distributions
Made to Unitholders?
)18 Ownership and Transfer of Units
)19 How Units May Be Redeemed
Without Charge
)21 How Bonds May Be Removed From
) The Trusts
)22 Information About the Trustee
)23 Information About the Sponsor
)24 Other Information
)11 What Is The Tax Status of
) Unitholders?
11. Type of securities comprising ) 1 What Is The Nuveen Tax-Exempt
units ) Unit Trust?
) 3 Summary of Portfolios
) 4 Composition of Trusts
) 2 What Are The Objectives Of
) The Trusts?
5 Why and How are the Bonds
Insured?
12. Certain information regarding ) *
periodic payment certificates )
13. (a)Load, fees, expenses, etc. )ii Essential Information Regarding
) the Trusts on Date of Deposit of
Bonds
) 6 How Is The Public Offering Price
) Determined?
) 7 Market For Units
) 8 What Is Accrued Interest?
) 9 What Are Estimated Long Term
) Return And Estimated Current
) Return?
)10 How Was The Price Of The Bonds
) Determined At Date of Deposit?
)12 What Are Normal Trust Operating
) Expenses?
) 3 Summary of Portfolios
)13 When Are Distributions Made
) To Unitholders?
)15 How Detailed Are Reports To
Unitholders?
<PAGE>
(b)Certain information regarding ) *
periodic payment certificates )
(c)Certain percentages ) 6 How Is the Public Offering Price
) Determined?
) 7 Market For Units
) 9 What Are Estimated Long Term
) Return And Estimated Current
) Return?
)10 How Was The Price of the Bonds
) Determined At Date of Deposit?
) 8 What is Accrued Interest?
(d)Certain other fees, etc. )10 How Was The Price Of The Bonds
payable by holders ) Determined At Date of Deposit?
)12 What Are Normal Trust Operating
) Expenses?
)18 Ownership and Transfer of Units
(e)Certain profits receivable ) 4 Composition of Trusts
by depositor, principal under- )
writer, trustee or affiliated )20 How Units May Be Purchased By
persons ) The Sponsor
(f)Ratio of annual charges
to income *
14. Issuance of trust's securities ) 3 Summary of Portfolios
)13 When Are Distributions Made
) To Unitholders?
)18 Ownership and Transfer of Units
)19 How Units May Be Redeemed
) Without Charge
15. Receipt and handling of payments ) *
from purchasers )
16. Acquisition and Disposition of ) 1 What Is The Nuveen Tax-Exempt
Underlying Securities ) Unit Trust?
) 3 Summary of Portfolios
) 4 Composition of Trusts
) 5 Why and How are the Bonds
Insured?
)19 How Units May Be Redeemed
Without Charge
)21 How Bonds May Be Removed From
) The Trusts
)24 Other Information
17. Withdrawal or redemption ) 7 Market For Units
)19 How Units May Be Redeemed
) Without Charge
)20 How Units May Be Purchased By
) The Sponsor
18. (a)Receipt and disposition of income ) 3 Summary of Portfolios
)13 When Are Distributions
Made To Unitholders?
)15 How Detailed Are Reports To
) Unitholders?
(b)Reinvestment of distributions )14 Accumulation Plan
(c)Reserves or special funds ) 3 Summary of Portfolios
)13 When Are Distributions
) Made To Certificateholders?
(d)Schedule of distributions ) *
19. Records, accounts and reports )13 When Are Distributions Made
) To Certificateholders?
)15 How Detailed Are Reports To
) Certificateholders?
20. Certain miscellaneous provisions of )22 Information About the Trustee
Trust Agreement )23 Information About the Sponsor
)24 Other Information
<PAGE>
21. Loans to security holders ) *
22. Limitations on liability ) 3 Summary of Portfolios
) 4 Composition of Trusts
)22 Information About The Trustee
23. Bond arrangements ) *
24. Other material provisions of Trust ) *
Agreement. )
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor )23 Information About the Sponsor
26. Fees received by Depositor ) *
27. Business of Depositor )23 Information About the Sponsor
28. Certain information as to officials ) *
and affiliated persons of Depositor )
29. Voting Securities of Depositor )23 Information About the Sponsor
30. Persons controlling Depositor )
)
31. Payments by Depositor for certain )
services rendered to trust )
) *
32. Payments by Depositor for certain )
other services rendered to trust )
)
33. Remuneration of employees of Depositor)
for certain services rendered to trust)
)
34. Remuneration of other persons for )
certain services rendered to trust )
<PAGE>
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securities by )
states )
) *
36. Suspension of sales of trust's )
securities )
)
37. Revocation of authority to distribute )
38. (a)Method of distribution )
)
(b)Underwriting agreements )17 How Units of The Trusts Are
) Distributed To The Public
(c)Selling agreements )
39. (a)Organization of principal )
underwriter )
)23 Information About The Sponsor
(b)NASD membership of principal )
underwriter )
40. Certain fees received by principal ) *
underwriter
41. (a)Business of principal underwriter )
)
(b)Branch offices of principal under- ) *
writer )
)
(c)Salesmen of principal underwriter )
42. Ownership of trust's securities by ) *
certain persons )
)
43. Certain brokerage commissions received) *
by principal underwriter )
44. (a)Method of valuation )ii Essential Information Regarding
) The Trusts On Date Of Deposit Of
) Bonds
) 6 How Is The Public Offering Price
) Determined?
)10 How Was The Price Of The Bonds
) Determined At Date of Deposit?
)12 What Are Normal Trust Operating
) Expenses?
(b)Schedule as to offering price ) *
(c)Variation in offering price to ) 6 How Is the Public Offering Price
certain persons ) Determined?
) 8 What Is Accrued Interest?
)10 How Was The Price Of The Bonds
) Determined At Date of Deposit?
<PAGE>
45. Suspension of redemption rights ) *
46. (a)Redemption valuation )16 Unit Value and Evaluation
)19 How Units May Be Redeemed
) Without Charge
)20 How Units May Be Purchased By
) The Sponsor
(b)Schedule as to redemption price ) *
47. Maintenance of position in underlying ) 5 How Is the Public Offering Price
securities ) Determined?
)20 How Units May Be Purchased By
) The Sponsor
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of Trustee)21 Information About The Trustee
49. Fees and expenses of Trustee )ii Essential Information Regarding
) The Trusts On Date of Deposit Of
) Bonds
)12 What Are Normal Trust Operating
) Expenses?
50. Trustee's lien )12 What Are Normal Trust Operating
) Expenses?
)13 When Are Distributions Made
) To Unitholders?
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's ) *
securities )
VII. POLICY OF REGISTRANT
52. (a)Provisions of trust agreement with )12 What Are Normal Trust Operating
respect to selection or elimination) Expenses?
of underlying securities )19 How Units May Be Redeemed With-
) out Charge
)21 How Bonds May Be Removed From
) The Trusts
(b)Transactions involving elimination ) *
of underlying securities )
(c)Policy regarding substitution or ) 3 Summary of Portfolio
elimination of underlying ) 4 Composition of Trusts
securities )21 How Bonds May Be Removed From
) The Trusts
(d)Fundamental policy not otherwise ) *
covered )
53. Tax status of trust )11 What Is The Tax Status Of
) Unitholders?
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years) *
55.) ) *
56.)Certain information regarding )
57.)periodic payment certificates )
58.) )
__________
*Inapplicable, omitted, answer negative or not required.
<PAGE>
AUGUST 25, 1995
SUBJECT TO COMPLETION
NUVEEN Tax-Exempt Unit Trusts
PROSPECTUS
Series 821
August 25, 1995
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 821 consists of three underlying
separate unit investment trusts designated as Connecticut Traditional Trust 276,
Virginia Traditional Trust 303 and Massachusetts Insured Trust 129. 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, a Division of the McGraw-Hill Companies ("Standard & Poor's") or Moody's
Investors Service, Inc. ("Moody's") on the Date of Deposit. All obligations in
each Insured Trust are covered by policies of insurance obtained from the MBIA
Insurance 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 and the Bonds in the
Insured Trusts and the Units of each such Trust have received a rating of "AAA"
by Standard & Poor's. 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. (SEE PAGE A-1.)
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 (normally three business days after purchase) is
added to the Public Offering Price. The sales charge is reduced on a graduated
scale for sales involving at least $50,000 or 500 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.
UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY AND
INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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
Connecticut Traditional Trust 276 3 8-15
Virginia Traditional Trust 303 3 16-23
Massachusetts Insured Trust 129 3 24-38
GENERAL MATTERS
Accrued Interest 8 A-17
Accumulation Plan 14 A-25
Bonds, How Selected 3 7
Bonds, Initial Determination of Offering Price 10 A-19
Bonds, Limited Right of Substitution 4 A-7
Bond Ratings 3 8-38
Bonds, Removal from Trust 21 A-34
Call Provisions of Portfolio Bonds 3, 4 8-38,A-8
Capital Gains Taxability 11 A-20
Dealer Discount 17 A-29
Description of Units of Trust 1 5
Distributions to Unitholders 13 A-24
Distribution Payment Dates 3, 13 8-38, A-24
Distribution of Units to the Public 17 A-29
Essential Information Regarding the Trusts -- 4
Estimated Long Term Return and Estimated Current
Return 9 3, A-18
Evaluation 16 A-29
Expenses to Fund 12 A-23
Insurance on Bonds in the Insured Trusts 5 A-10
Insurance on Certain Bonds in the Traditional
Trusts 5 A-12
Interest Income to Trust 3 8-38
Investments, Schedules of 3 8-38
Legality of Units 24 A-38
Limitations on Liabilities of Sponsor and Trustee 22 A-35
Market for Units 7 A-17
Minimum Transaction 17 A-29
Objectives of the Trusts 2 6
Optional Distribution Plan 13 A-24
Other Information 24 A-37
Ownership and Transfer of Units 18 A-31
Public Offering Price of Units 6 A-13
Quantity Purchases 6 A-13
Record Dates 13 A-24
Ratings, Description of 24 A-39
Redemption of Units by Trustee 19 A-32,A-34
Report of Independent Public Accountants 3 40
Reports to Unitholders 15 A-28
Repurchase of Units by Sponsor 20 A-33
Risk Factors 3 A-1
Sales Charge 6 A-13
Sponsor, Information About 23 A-36
State Tax Status 3 8-38
Statements of Condition 3 41
Successor Trustees and Sponsors 22 A-35
Tax Status of Unitholders 11 A-20
Trustee, Information About 22 A-35
Trust Indenture, Amendment and Termination 24 A-37
Unit Value 16 A-29
</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>
--------------------------------------------------------------------------------------
Connecticut Traditional Trust 276........ 5.36% 5.39% 5.41%
Virginia Traditional Trust 303........... 5.59% 5.63% 5.65%
Massachusetts Insured Trust 129.......... 5.54% 5.57% 5.59%
</TABLE>
ESTIMATED CURRENT RETURNS
<TABLE>
<CAPTION>
PLAN OF DISTRIBUTION
----------------------------------------
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
<S> <C> <C> <C>
--------------------------------------------------------------------------------------
Connecticut Traditional Trust 276........ 5.21% 5.24% 5.26%
Virginia Traditional Trust 303........... 5.50% 5.53% 5.55%
Massachusetts Insured Trust 129.......... 5.37% 5.40% 5.42%
</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 effect of a
first distribution which may be less than a regular distribution or may be paid
at some point after 30 days (or a second distribution which may be less than a
normal distribution for Unitholders who choose quarterly or semi-annual plans of
distribution), and it also does not take into account the difference in 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
AUGUST 24, 1995+
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>
CONNECTICUT VIRGINIA MASSACHUSETTS
TRADITIONAL TRADITIONAL INSURED
TRUST 276 TRUST 303 TRUST 129
<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 500 Units
Aggregate Offering Price of Bonds in Trust.... $ 3,293,262 $ 3,242,858 $ 3,298,593
Divided by Number of Units.................... $ 94.09 $ 92.65 $ 94.25
Plus Sales Charge*............................ $ 4.85 $ 4.77 $ 4.86
Public Offering Price Per Unit(1)............. $ 98.94 $ 97.42 $ 99.11
Redemption Price Per Unit (exclusive of accrued
interest)....................................... $ 93.66 $ 92.16 $ 93.78
Sponsor's Initial Repurchase Price Per Unit
(exclusive of accrued interest)................. $ 94.09 $ 92.65 $ 94.25
Excess of Public Offering Price Per Unit over
Redemption Price Per Unit....................... $ 5.28 $ 5.26 $ 5.33
Excess of Public Offering Price Per Unit over
Sponsor's Repurchase Price Per Unit............. $ 4.85 $ 4.77 $ 4.86
Calculation of Estimated Net Annual Interest
Income Per Unit
Annual Interest Income(2)..................... $ 5.3973 $ 5.5982 $ 5.5685
Less Estimated Annual Expense................. $ .2415 $ .2423 $ .2482
--------------- --------------- ---------------
Estimated Net Annual Interest Income(3)....... $ 5.1558 $ 5.3559 $ 5.3203
Daily Rate of Accrual Per Unit.................... $ .01432 $ .01487 $ .01477
Estimated Current Return(4)....................... 5.21% 5.50% 5.37%
Estimated Long Term Return(4)..................... 5.36% 5.59% 5.54%
Estimated Annual Organizational Expenses Per
Unit(5)......................................... $ .02971 $ .03142 $ .02914
BECAUSE CERTAIN OF THE BONDS IN THE TRUSTS WILL NOT BE DELIVERED TO THE TRUSTEE UNTIL AFTER THE SETTLEMENT
DATE 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
------------------ -------------------- -------------------------
MASSACHUSETTS INSURED TRUST... SEPTEMBER 20, 1995 $ .05 5.42 %
<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 three 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:
Connecticut Traditional Trust--$.07, Virginia Traditional Trust--$.07 and Massachusetts Insured Trust--$.07. (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.
(5) Each Trust (and therefore Unitholders) will bear all or a portion of its organizational costs (including costs of preparing
the registration statements, the trust indenture and other closing documents, registering Units with the Securities and
Exchange Commission and states, the initial audit of each Trust portfolio, legal fees and the initial fees and expenses of
the Trustee but not including the expenses incurred in the printing of preliminary and final prospectuses, and expenses
incurred in the preparation and printing of brochures and other advertising materials and any other selling expenses) as is
common for mutual funds. Total organizational expenses will be amortized over a five year period. See "WHAT ARE NORMAL TRUST
OPERATING EXPENSES?" and "Statements of Condition." Historically, the sponsors of unit investment trusts have paid all the
costs of establishing such trusts.
</TABLE>
4
<PAGE>
ESSENTIAL INFORMATION REGARDING THE TRUSTS
(CONTINUED)
<TABLE>
<S> <C>
Record Dates......................................................................See Section 13
Distribution Dates................................................................See Section 13
Minimum Principal Distribution....................................................$0.10 Per Unit
Date Trusts Established..........................................................August 25, 1995
Settlement Date..................................................................August 30, 1995
Mandatory Termination Date........................................................See Section 24
Minimum Value of Each Trust.......................................................See Section 24
Sponsor's Annual Evaluation Fee.......................$0.17 per $1,000 principal amount of Bonds
Trustee's Annual Fees:
</TABLE>
<TABLE>
<CAPTION>
PLAN OF DISTRIBUTION
----------------------------------------------
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
----------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Connecticut Traditional Trust 276........ $1.5430 $1.2230 $1.0330
Virginia Traditional Trust 303........... 1.5342 1.2142 1.0242
Massachusetts Insured Trust 129.......... 1.6163 1.2963 1.1063
------------
* Each Trustee annual fee is per $1,000 principal amount of the underlying Bonds in a Trust
for that portion of the Trust that represents a particular plan of distribution.
</TABLE>
CUSIP Numbers:
<TABLE>
<CAPTION>
TRUST MONTHLY QUARTERLY SEMI-ANNUAL
----------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Connecticut Traditional Trust 276........ 67094E 766 67094E 774 67094E 782
Virginia Traditional Trust 303........... 6706L5 796 6706L5 804 6706L5 812
Massachusetts Insured Trust 129.......... 670947 464 670947 472 670947 480
</TABLE>
------------------------
THE NUVEEN TAX-EXEMPT UNIT TRUST
SERIES 821
1. WHAT IS THE NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 821?
Series 821 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 three
underlying separate unit investment trusts, combined under one trust indenture
and agreement, designated Connecticut Traditional Trust 276, Virginia
Traditional Trust 303 and Massachusetts Insured Trust 129. 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." This
Series was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement dated August 25, 1995 (the "Indenture") between John
Nuveen & Co. Incorporated (the "Sponsor") and United States Trust Company of New
York (the "Trustee").
5
<PAGE>
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 $10,500,000 (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 Connecticut Traditional Trust, $3,500,000 in the
Virginia Traditional Trust and $3,500,000 in the Massachusetts 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 Connecticut Traditional Trust, 35,000 Units of the Virginia Traditional
Trust and 35,000 Units of the Massachusetts 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. Only Units of
the Virginia Traditional Trust are offered for sale to Virginia residents by
this Prospectus.
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 MBIA Insurance
Corporation, and as a result of such insurance the obligations in the Insured
Trusts are rated "Aaa" by Moody's and "AAA" by Standard & Poor's. (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 &
6
<PAGE>
Poor's or Moody's (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. 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 rating of the Bonds or the
Moody's 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 MBIA Insurance Corporation
insurance on such Bonds.
In order for Bonds in the Insured Trusts to be eligible for MBIA Insurance
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.
7
<PAGE>
CONNECTICUT TRADITIONAL TRUST 276
The Portfolio of Connecticut Traditional Trust 276 consists of 7 obligations
issued by entities located in Connecticut 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; College and
University Revenue, 1; Health Care Facility Revenue, 2; Water and/or Sewer
Revenue, 1. Seven issues in the Trust were rated by Standard & Poor's as
follows: 7--AAA. Eight issues were rated by Moody's as follows: 7--Aaa, 1--Aa.
At the Date of Deposit, the average maturity of the Bonds in the Connecticut
Traditional Trust is 22.5 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 16.7% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 15.8% 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.
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 August 23,
1995 and August 24, 1995. 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>
$3,273,945 $19,317 $188,906 $3,278,206 .43%
</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 Connecticut Traditional Trust, less estimated expenses, is estimated to
accrue at the rate of $.01446 per Unit per day under the semi-annual plan of
distribution, $.01441 per Unit per day under the quarterly plan of distribution
and $.01432 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.
8
<PAGE>
Details of interest distributions per Unit of the Connecticut Traditional
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
CONNECTICUT TRADITIONAL TRUST 1995 1996 PER YEAR
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------- --------------
Record Date*.......................... 10/1 11/1 2/1 5/1
Distribution Date..................... 10/15 11/15 2/15 5/15
--------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .5155(1) $ 5.1558
-------- $.4296 every month --------
Quarterly Distribution Plan........... $ .5155(1) $ .4323(2) $ 1.2969 $ 1.2969 $ 5.1878
Semi-Annual Distribution Plan......... $ .5155(1) $ .4338(3) $ 2.6028 $ 5.2068
--------------------------------------------------------------------------------------------------------------------
<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. Such distribution may
be more or less than a regular monthly distribution.
(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 or as fees and expenses increase or decrease.
TAX STATUS--CONNECTICUT TRADITIONAL TRUST
For a discussion of the Federal tax status of income earned on Connecticut
Traditional Trust Units, see Section 11.
The assets of the Connecticut Traditional Trust will consist of obligations
issued by or on behalf of the State of Connecticut or its political subdivisions
or public instrumentalities, state or local authorities, districts, or similar
public entities created under the laws of the State of Connecticut or by or on
behalf of a United States territory or possession the interest on the
obligations of which Federal law would prohibit Connecticut from taxing if
received directly by a Unitholder (the "Bonds"). Certain Bonds in the
Connecticut Traditional Trust that were issued by the State of Connecticut or
governmental authorities located in Connecticut may have been issued prior to
the enactment of a Connecticut tax on the interest income of individuals;
therefore, bond counsel to the issuers of such Connecticut Bonds did not opine
as to the exemption of the interest on such Connecticut Bonds from such tax.
However, the Sponsor and special counsel to the Trusts for Connecticut tax
matters believe that such interest will be so exempt. Interest on Connecticut
Bonds in the Connecticut Traditional Trust issued by other issuers, if any, is,
in the opinion of bond counsel to such issuers, exempt from state taxation.
In the opinion of Day, Berry & Howard, special counsel to the Series for
Connecticut tax matters, which relies explicitly on the opinion of Chapman and
Cutler regarding Federal income tax matters, under existing Connecticut law:
The Connecticut Traditional Trust is not liable for any tax on or
measured by net income imposed by the State of Connecticut.
Interest income from a Bond held by the Connecticut Traditional Trust is
not taxable under the Connecticut tax on the Connecticut taxable income of
individuals, trusts, and estates (the "Connecticut Income Tax"), when such
interest is received by the Connecticut Traditional Trust or distributed by
it to a Unitholder.
9
<PAGE>
Gains and losses recognized by a Unitholder for Federal income tax
purposes upon the maturity, redemption, sale, or other disposition by the
Connecticut Traditional Trust of a Bond held by the Connecticut Traditional
Trust or upon the redemption, sale, or other disposition of a Unit of the
Connecticut Traditional Trust held by a Unitholder are taken into account as
gains or losses, respectively, for purposes of the Connecticut Income Tax,
except that, in the case of a Unitholder holding a Unit of the Connecticut
Traditional Trust as a capital asset, such gains and losses recognized upon
the maturity, redemption, sale or exchange of a Bond issued by or on behalf
of the State of Connecticut, any political subdivision thereof, or public
instrumentality, state or local authority, district, or similar public
entity created under the laws of the State of Connecticut (a "Connecticut
Bond") held by the Connecticut Traditional Trust are excluded from gains and
losses taken into account for purposes of such tax and no opinion is
expressed as to the treatment for purposes of such tax of gains and losses
recognized, to the extent attributable to Connecticut Bonds, upon the
redemption, sale, or other disposition by a Unitholder of a Unit of the
Connecticut Traditional Trust held by him.
The portion of any interest income or capital gain of the Connecticut
Traditional Trust that is allocable to a Unitholder that is subject to the
Connecticut corporation business tax is includable in the gross income of
such Unitholder for purposes of such tax.
An interest in a Unit of the Connecticut Traditional Trust that is owned
by or attributable to a Connecticut resident at the time of his death is
includable in his gross estate for purposes of the Connecticut succession
tax and the Connecticut estate tax.
TAX DISCLOSURE--CONNECTICUT
The Connecticut Income Tax was enacted in August, 1991. Generally, a
Unitholder recognizes gain or loss for purposes of this tax to the same extent
he recognizes gain or loss for Federal income tax purposes. Ordinarily this
would mean that gain or loss would be recognized by a Unitholder upon the
maturity, redemption, sale, or other disposition by the Connecticut Traditional
Trust of a Bond held by it, or upon the redemption, sale, or other disposition
of a Unit of the Connecticut Traditional Trust held by the Unitholder.
However, on June 19, 1992, Connecticut legislation was adopted that provides
that gains and losses from the sale or exchange of Connecticut Bonds held as
capital assets will not be taken into account for purposes of the Connecticut
Income Tax for taxable years starting on or after January 1, 1992. Regulations
effective for taxable years starting on or after January 1, 1994 clarify that
this provision also applies to gain or loss recognized by a Unitholder upon the
maturity or redemption of a Connecticut Bond held by the Connecticut Traditional
Trust. However, it is not clear whether this provision would apply, to the
extent attributable to Connecticut Bonds held by the Connecticut Traditional
Trust, to gain or loss recognized by a Unitholder upon the redemption, sale, or
other disposition of a Unit of the Connecticut Traditional Trust held by the
Unitholder. Unitholders are urged to consult their own tax advisors concerning
these matters.
ECONOMIC FACTORS--CONNECTICUT
Investors should be aware that manufacturing was historically the most
important economic activity within the State of Connecticut but, in terms of
number of persons employed, manufacturing has declined in the last ten years
while both trade and service-related industries have become more important, and
in 1993 manufacturing accounted for only 19.2% of total non-agricultural
employment in Connecticut. Defense-related business represents a relatively high
proportion of the manufacturing sector; reductions in
10
<PAGE>
defense spending have already had a substantial adverse effect on Connecticut's
economy, and the State's largest defense contractors have announced substantial
planned labor force reductions scheduled to occur over the next four years.
Connecticut is now in a recession, the depth and duration of which are
uncertain. Moreover, while unemployment in the State as a whole had generally
remained below the national level, as of May 1993, the estimated rate of
unemployment in Connecticut on a seasonally adjusted basis was 7.4%, compared to
6.9% for the United States as a whole, and certain geographic areas in the State
have been affected by high unemployment and poverty. The State derives
approximately 70% of its revenues from taxes imposed by it, the most important
of which have been the sales and use taxes and the corporation business tax,
each of which is sensitive to changes in the level of economic activity in the
State, but the Connecticut Income Tax, enacted in 1991, has superseded each of
them in importance. There can be no assurance that general economic difficulties
or the financial circumstances of the State or its towns and cities will not
adversely affect the market value of the Connecticut Bonds in the Connecticut
Traditional Trust or the ability of the obligors to pay debt service on such
Connecticut Bonds.
The General Fund budget adopted by Connecticut for the 1986-87 fiscal year
contemplated both revenues and expenditures of $4,300,000,000. The General Fund
ended the 1986-87 fiscal year with a surplus of $365,200,000. The General Fund
budget for the 1987-88 fiscal year contemplated General Fund revenues and
expenditures of $4,915,800,000. However, the General Fund ended the 1987-88
fiscal year with a deficit of $115,600,000. The General Fund budget adopted for
the 1988-89 fiscal year anticipated that General Fund expenditures of
$5,551,000,000 and certain educational expenses of $206,700,000 not previously
paid through the General Fund would be funded in part from surpluses of prior
years and in part from higher tax revenues projected to result from tax laws in
effect for the 1987-88 fiscal year and stricter enforcement thereof; a
substantial deficit was projected during the third quarter of the 1988-89 fiscal
year, but largely because of tax law changes that took effect before the end of
the fiscal year, the deficit was kept to $28,000,000. The General Fund budget
adopted for the 1989-90 fiscal year anticipated expenditures of approximately
$6,224,500,000 and, by virtue of tax increase legislation enacted to take effect
generally at the beginning of the fiscal year, revenues slightly exceeding such
amount. However, largely because of tax revenue shortfalls, the General Fund
ended the 1989-90 fiscal year with a deficit for the year of $259,500,000,
wiping out reserves for such events built up in prior years. The General Fund
budget adopted for the 1990-91 fiscal year anticipated expenditures of
$6,433,000,000, but no significant new or increased taxes were enacted.
Primarily because of significant declines in tax revenues and unanticipated
expenditures reflective of economic adversity, the General Fund ended the
1990-91 fiscal year alone with a further deficit of $809,000,000.
A General Fund budget for the 1991-92 fiscal year was not enacted until
August 22, 1991. This budget anticipated General Fund expenditures of
$7,007,861,328 and revenues of $7,426,390,000. Projected decreases in revenues
resulting from a 25% reduction in the sales tax rate effective October 1, 1991,
the repeal of the taxes on the capital gains and interest and dividend income of
resident individuals for years starting after 1991, and the phase-out of the
corporation business tax surcharge over two years commencing with taxable years
starting after 1991 were expected to be more than offset by a new general income
tax imposed at effective rates not to exceed 4.5% on the Connecticut taxable
income of resident and non-resident individuals, trusts, and estates. The
General Fund ended the 1991-92 fiscal year with an operating surplus of
$110,000,000. The General Fund budget for the 1992-93 fiscal year anticipated
General Fund expenditures of $7,372,062,859 and revenues of $7,372,210,000, and
the General Fund ended the 1992-93 fiscal year with an operating surplus of
$113,500,000. Balanced General Fund budgets for the biennium ending June 30,
11
<PAGE>
1995, were adopted in 1993 appropriating expenditures of $7,828,900,000 for the
1993-94 fiscal year and $8,266,000,000 for the 1994-95 fiscal year. The General
Fund ended the 1993-94 fiscal year with a surplus of $19,700,000. In 1994 the
budgeted General Fund appropriations for the 1994-95 fiscal year were increased
to $8,567,200,000. General Fund budgets for the biennium ending June 30, 1997,
were adopted in 1995 anticipating expenditures of $8,987,907,123 and revenues of
$8,988,180,000 for the 1995-96 fiscal year and anticipating expenditures of
$9,311,125,170 and revenues of $9,311,700,000 for the 1996-97 fiscal year. In
addition, expenditures of federal, State, and local funds in the twelve years
started July 1, 1984, for repair of the State's roads and bridges now projected
at $9,400,000,000 are anticipated, a portion of the State's $4,100,000,000 share
of which would be financed by bonds expected to total $3,700,000,000 and by
direct payments, both of which would be supported by a Special Transportation
Fund first created by the General Assembly for the 1984-85 fiscal year.
To fund operating cash requirements, prior to the 1991-92 fiscal year the
State borrowed up to $750,000,000 pursuant to authorization to issue commercial
paper and on July 29, 1991, it issued $200,000,000 of General Obligation
Temporary Notes, none of which temporary borrowings are currently outstanding.
To fund the cumulative General Fund deficit for the 1989-90 and 1990-91 fiscal
years, the legislation enacted August 22, 1991, authorized the State Treasurer
to issue Economic Recovery Notes up to the aggregate amount of such deficit,
which must be payable no later than June 30, 1996; at least $50,000,000 of such
Economic Recovery Notes, but not more than a cap amount, is to be retired each
fiscal year commencing with the 1991-92 fiscal year, and any unappropriated
surplus up to $205,000,000 in the General Fund at the end of each of the three
fiscal years commencing with the 1991-92 fiscal year must be applied to retire
such Economic Recovery Notes as may remain outstanding at those times. On
September 25, 1991, and October 24, 1991, the State issued $640,710,000 and
$325,002,000, respectively, of such Economic Recovery Notes, of which
$455,610,000 was outstanding as of March 1, 1995.
As a result of the State's budget problems, the ratings of its general
obligation bonds were reduced by Standard & Poor's from AA+ to AA on March 29,
1990, and by Moody's from Aa1 to Aa on April 9, 1990. Moreover, because of these
problems, on September 13, 1991, Standard & Poor's reduced its rating of the
State's general obligation bonds and certain other obligations that depend in
part on the creditworthiness of the State to AA-. On March 7, 1991, Moody's
downgraded its ratings of the revenue bonds of four Connecticut hospitals
because of the effects of the State's restrictive controlled reimbursement
environment under which they have been operating.
General obligation bonds issued by Connecticut municipalities are payable
primarily only from ad valorem taxes on property subject to taxation by the
municipality. Certain Connecticut municipalities have experienced severe fiscal
difficulties and have reported operating and accumulated deficits in recent
years. The most notable of these is the City of Bridgeport, which filed a
bankruptcy petition on June 7, 1991. The State opposed the petition. The United
States Bankruptcy Court for the District of Connecticut has held that Bridgeport
has authority to file such a petition but that its petition should be dismissed
on the grounds that Bridgeport was not insolvent when the petition was filed.
Regional economic difficulties, reductions in revenues, and increased expenses
could lead to further fiscal problems for the State and its political
subdivisions, authorities, and agencies. Difficulty in payment of debt service
on borrowings could result in declines, possibly severe, in the value of their
outstanding obligations and increases in their future borrowing costs.
12
<PAGE>
CONNECTICUT 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 1995 marginal Federal
tax rates and marginal state tax rates currently available and scheduled to be
in effect under the Connecticut Income Tax. 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 EXEMPTIONS6
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEDERAL
FEDERAL ADJUSTED COMBINED
TAXABLE GROSS STATE AND TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S)1 (1,000'S)2 TAX RATE3 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 39.0 $ 0- 39.0 17.5 % 5.76 6.06 6.36 6.67 6.97 7.27 7.58 7.88
39.0- 94.3 39.0- 48.0 31.0 6.88 7.25 7.61 7.97 8.33 8.70 9.06 9.42
48.0- 71.0 34.0 7.20 7.58 7.95 8.33 8.71 9.09 9.47 9.85
71.0- 96.0 31.0 6.88 7.25 7.61 7.97 8.33 8.70 9.06 9.42
96.0-114.7 31.0 6.88 7.25 7.61 7.97 8.33 8.70 9.06 9.42
114.7-172.1 32.0 6.99 7.35 7.72 8.09 8.46 8.82 9.19 9.56
94.3-143.6 94.3- 96.0 34.0 7.20 7.58 7.95 8.33 8.71 9.09 9.47 9.85
96.0-114.7 34.0 7.20 7.58 7.95 8.33 8.71 9.09 9.47 9.85
114.7-172.1 35.0 7.31 7.69 8.08 8.46 8.85 9.23 9.62 10.00
172.1-294.6 37.5 7.60 8.00 8.40 8.80 9.20 9.60 10.00 10.40
143.6-256.5 143.6-172.1 40.0 7.92 8.33 8.75 9.17 9.58 10.00 10.42 10.83
172.1-294.6 42.5 8.26 8.70 9.13 9.57 10.00 10.43 10.87 11.30
Over 294.6 40.0 4 7.92 8.33 8.75 9.17 9.58 10.00 10.42 10.83
Over 256.5 256.5-294.6 46.5 8.88 9.35 9.81 10.28 10.75 11.21 11.68 12.15
Over 294.6 43.5 5 8.41 8.85 9.29 9.73 10.18 10.62 11.06 11.50
</TABLE>
13
<PAGE>
COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION7
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEDERAL
FEDERAL ADJUSTED COMBINED
TAXABLE GROSS STATE AND TAX-EXEMPT ESTIMATED CURRENT RETURN
INCOME INCOME FEDERAL --------------------------------------------------------------
(1,000'S)1 (1,000'S)2 TAX RATE3 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 23.4 $ 0- 23.4 18.5 % 5.83 6.13 6.44 6.75 7.06 7.36 7.67 7.98
23.4- 56.6 23.4- 24.0 31.0 6.88 7.25 7.61 7.97 8.33 8.70 9.06 9.42
24.0- 25.0 33.5 7.14 7.52 7.89 8.27 8.65 9.02 9.40 9.77
25.0- 35.0 34.0 7.20 7.58 7.95 8.33 8.71 9.09 9.47 9.85
35.0- 52.5 31.0 6.88 7.25 7.61 7.97 8.33 8.70 9.06 9.42
52.5-114.7 31.0 6.88 7.25 7.61 7.97 8.33 8.70 9.06 9.42
56.6-118.0 56.6-114.7 34.0 7.20 7.58 7.95 8.33 8.71 9.09 9.47 9.85
114.7-237.2 35.5 7.36 7.75 8.14 8.53 8.91 9.30 9.69 10.08
118.0-256.5 118.0-237.2 40.5 7.98 8.40 8.82 9.24 9.66 10.08 10.50 10.92
Over 237.2 40.0 4 7.92 8.33 8.75 9.17 9.58 10.00 10.42 10.83
Over 256.5 Over 256.5 43.5 5 8.41 8.85 9.29 9.73 10.18 10.62 11.06 11.50
</TABLE>
------------------
1 The Connecticut Income Tax is based on Connecticut taxable income,
which is not tied to Federal taxable income. Connecticut taxable income is equal
to Connecticut adjusted gross income ("CAGI") (which is Federal adjusted gross
income with certain modifications) minus the allowable personal exemption
($12,000 in the case of single individuals; $24,000 for married persons filing
jointly). The Connecticut Income Tax provides for a personal exemption
phase-out, which essentially doubles the effective marginal Connecticut Income
Tax rate for single taxpayers whose CAGI is between $24,000 and $35,001 at which
point the personal exemption is completely phased out. For married taxpayers
filing a joint return, the effective marginal Connecticut Income Tax rate is
doubled where CAGI is between $48,000 and $71,001, at which point the personal
exemption is completely phased out. It should be noted that for purposes of the
personal exemption phase-out the Tax Act merely references "adjusted gross
income," which the tables assume is identical to CAGI. In addition, as reflected
in the rates shown, the Connecticut Income Tax provides for a tax credit (at
varying percentages depending on the taxpayer's CAGI) against the income tax
which is based on CAGI and, in effect, varies the income tax rate for taxpayers.
Investors should consult their own tax advisors regarding the effect of the
credit on marginal tax rates at specific CAGI levels.
2 It is assumed that CAGI is equal to Federal adjusted gross income. See
note 1 regarding the impact of CAGI on the determination of the Connecticut
Income Tax.
3 The tables reflect the effect of limitations on itemized deductions and
the deduction for personal exemptions. These limitations were designed to phase
out certain benefits of such 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.
4 Federal tax rate reverts to 36.0% after the 80% cap on the limitation
on itemized deductions has been met.
5 Federal tax rate reverts to 39.6% after the 80% cap on the limitation
on itemized deductions has been met.
6 Includes taxpayers filing as surviving spouses.
7 The Connecticut Income Tax has different marginal effective tax rates
that are not reflected in these tables for persons filing as heads of
households.
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
CDs 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 CDs 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.
14
<PAGE>
NUVEEN TAX-EXEMPT UNIT TRUST
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT
AUGUST 25, 1995
CONNECTICUT TRADITIONAL TRUST 276
(SERIES 821)
<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 of Connecticut Health and Educational 2005 at 101 AAA Aaa $ 465,975
Facilities Authority, Revenue Bonds, Kent
School Issue, Series B, 5.40% Due 7/1/23.
(MBIA Insured.)
335,000 State of Connecticut Health and Educational 2003 at 102 AAA Aaa 292,566
Facilities Authority, Revenue Bonds, Lawrence
and Memorial Hospital Issue, Series D, 5.00%
Due 7/1/22. (Original issue discount bonds
delivered on or about December 29, 1993 at a
price of 94.491% of principal amount.)(MBIA
Insured.)
210,000 State of Connecticut, Health and Educational 2003 at 102 AAA Aaa 183,005
Facilities Authority, Revenue Bonds, Saint
Francis Hospital and Medical Center Issue,
Series C, 5.00% Due 7/1/23. (FGIC Insured.)
500,000 State of Connecticut, Special Tax Obligation 2003 at 101 1/2 AAA Aaa 450,320
Bonds, Transportation Infrastructure
Purposes, 1993 Series C, 5.00% Due 10/1/13.
(FGIC Insured.)
455,000 Town of Cheshire, Connecticut, General 2005 at 102 -- Aa 448,466
Obligation Bonds, Issue of 1995, 5.625% Due
8/1/14.
500,000 South Central Connecticut Regional Water 2003 at 102 AAA Aaa 500,000
Authority, Water System Revenue Bonds,
Eleventh Series, 5.75% Due 8/1/12. (FGIC
Insured.)
500,000 City of Stamford, Connecticut, General 2004 at 102 AAA Aaa 485,415
Obligation Bonds, Issue of 1995, 5.50% Due
3/15/15.
500,000 Commonwealth of Puerto Rico, Public Improvement 2005 at 101 1/2 AAA Aaa
Bonds of 1995 (General Obligation Bonds.),
250M-5.375% Due 7/1/22, (Original issue 227,715
discount bonds delivered on or about May 4,
1995 at a price of 93.916% of principal
amount.)
250M-5.75% Due 7/1/24. 239,800
(MBIA Insured.)
----------- ---------------
$ 3,500,000 $ 3,293,262
----------- ---------------
----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 39.
15
<PAGE>
VIRGINIA TRADITIONAL TRUST 303
The Portfolio of Virginia Traditional Trust 303 consists of 6 obligations
issued by entities located in Virginia and one obligation issued by an entity
located in the District of Columbia and one obligation issued by an entity
located in Puerto Rico. One Bond in the Trust is a general obligation of the
governmental entity issuing it and is backed by the taxing power 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:
Dedicated-Tax Supported Revenue, 1; Health Care Facility Revenue, 1; Industrial
Revenue, 1; Transportation Facility Revenue, 1; Municipal Lease Revenue, 1;
Water and/or Sewer Revenue, 2. Eight issues in the Trust were rated by Standard
& Poor's as follows: 4--AAA, 2--AA, 2--AA-. Eight issues were rated by Moody's
as follows: 4--Aaa, 1--Aa3, 3--Aa.
At the Date of Deposit, the average maturity of the Bonds in the Virginia
Traditional Trust is 26.1 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 21.4% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 19.5% 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 21% of the aggregate principal amount of the Bonds in the
Trust are obligations of issuers whose revenues are primarily derived from sale
of water and/or sewerage services, all of which is covered by insurance.
Insurance guaranteeing prompt payment of interest and principal on certain of
the Bonds in the Trust has been obtained by the issuer or underwriter of such
Bonds from a commercial insurer. Such Bonds are rated "Aaa" or "Aa" by Moody's
or "AAA" or "AA" by Standard & Poor's, reflecting those rating agencies' current
assessment of the creditworthiness of the insurer and its ability to pay claims
on its policies of insurance.
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 August 23,
1995 and August 24, 1995. 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>
$3,229,591 $13,267 $195,938 $3,225,670 .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
16
<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 Virginia Traditional Trust, less estimated expenses, is estimated to accrue
at the rate of $.01501 per Unit per day under the semi-annual plan of
distribution, $.01496 per Unit per day under the quarterly plan of distribution
and $.01487 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 Virginia Traditional 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
VIRGINIA TRADITIONAL TRUST 1995 1996 PER YEAR
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------- --------------
Record Date*.......................... 10/1 11/1 2/1 5/1
Distribution Date..................... 10/15 11/15 2/15 5/15
--------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .5353(1) $ 5.3559
-------- $.4461 every month --------
Quarterly Distribution Plan........... $ .5353(1) $ .4488(2) $ 1.3464 $ 1.3464 $ 5.3879
Semi-Annual Distribution Plan......... $ .5353(1) $ .4503(3) $ 2.7018 $ 5.4069
--------------------------------------------------------------------------------------------------------------------
<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. Such distribution may
be more or less than a regular monthly distribution.
(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 or as fees and expenses increase or decrease.
TAX STATUS--VIRGINIA TRADITIONAL TRUST
For a discussion of the Federal tax status of income earned on Virginia
Traditional Trust Units, see Section 11.
The assets of the Virginia Traditional Trust will consist of
interest-bearing obligations issued by or on behalf of the Commonwealth of
Virginia, its counties, municipalities, authorities or political subdivisions
and, provided the interest thereon is exempt from Virginia income taxes by the
laws or treaties of the United States, by or on behalf of the United States'
territories or possessions, including Puerto Rico, Guam, the Virgin Islands and
the Northern Mariana Islands, and their political subdivisions and authorities
(the "Virginia Bonds").
In the opinion of Christian, Barton, Epps, Brent & Chappell, special counsel
for the Series for Virginia tax matters, under existing law:
The Virginia Traditional Trust will be treated as a trust for Virginia
income tax purposes and not as an association taxable as a corporation. As a
result, income of the Virginia Traditional Trust will be treated as the
income of the Unitholders.
17
<PAGE>
The calculation of Virginia taxable income begins with Federal adjusted
gross income in the case of an individual or Federal taxable income in the
case of a corporation, estate or trust. Certain modifications are specified,
but no such modification requires the addition of interest on obligations
such as the Virginia Bonds in the Virginia Traditional Trust. Accordingly,
amounts representing tax-exempt interest for Federal income tax purposes
received or accrued by the Virginia Traditional Trust with respect to the
Virginia Bonds, will not be taxed to the Virginia Traditional Trust or to
the Unitholders for Virginia income tax purposes.
In this respect, to the extent that interest on obligations of the
Commonwealth or any political subdivision or instrumentality thereof is
included in federal adjusted gross income, Virginia law provides that the
income shall be subtracted in arriving at Virginia taxable income. In
addition, Virginia income tax exemption is independently provided for
interest on certain obligations, including those issued by industrial
development authorities created pursuant to the Virginia Industrial
Development and Revenue Bond Act, by the Virginia Housing Development
Authority, by the Virginia Resources Authority and by the Virginia Education
Loan Authority. Where such an independent exemption is provided, interest on
such obligations is exempt from Virginia income taxation without regard to
any exemption from Federal income taxes, including interest which may be
subject to Federal income tax in the hands of a recipient who is, or is a
related person to, a substantial user of facilities financed with the
proceeds of obligations upon which such interest is paid.
As a general rule, to the extent that gain (whether as a result of the
sale of Virginia Bonds by the Virginia Traditional Trust or as a result of
the sale of a Unit by the Unitholder) is subject to Federal income taxation,
such gain will be included in the Unitholder's Virginia taxable income.
Under the language of certain enabling legislation, however, such as the
Virginia Industrial Development and Revenue Bond Act, the Virginia Resources
Authority Act and the Virginia Housing Development Authority Act, profit
made on the sale of obligations issued by authorities created thereunder is
expressly exempt from Virginia income taxation. Such enabling legislation
does not appear to require a disallowance in the calculation of Virginia
taxes of any loss that may be deductible for Federal income tax purposes
with respect to such obligations, although the Virginia Department of
Taxation has taken a contrary view.
No income tax is imposed by any political subdivision of the
Commonwealth of Virginia. The Commonwealth of Virginia does not impose a
gift tax. The Virginia estate tax is equal to the maximum state death tax
credit allowable against the Federal estate tax payable by the estate.
ECONOMIC FACTORS--VIRGINIA
The Trust is susceptible to political, economic or regulatory factors
affecting issuers of Virginia Bonds. Without intending to be complete, the
following briefly summarizes some of these matters, as well as some of the
complex factors affecting the financial situation in the Commonwealth of
Virginia (the "Commonwealth" or "Virginia"). This information is derived from
sources that are generally available to investors and is based in part on
information obtained from various agencies in Virginia. No independent
verification has been made of the accuracy or completeness of the following
information.
18
<PAGE>
There can be no assurance that current or 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 Virginia Bonds
held in the portfolio of the Trust or the ability of particular obligors to make
timely payments of debt service on (or relating to) those obligations.
The Commonwealth's financial condition is supported by a broad-based
economy, including manufacturing, tourism, agriculture, ports, mining and
fisheries. Manufacturing continues to be a major source of employment, ranking
behind only services, wholesale and retail trade, and government (federal, state
and local). The federal government is a major employer in Virginia due to the
heavy concentration of federal employees in the metropolitan Washington, D.C.,
segment of Northern Virginia and the military employment in the Hampton Roads
area, which houses the nation's largest concentration of military installations,
although civilian defense employment has been affected by the retrenchment of
the military sector and is likely to decrease further.
Although the Commonwealth enjoyed an economic boom in the mid-1980's, the
Commonwealth's economy began to slow toward the end of the decade, and went into
a recession with the rest of the nation after July, 1990. Gradual recovery has
continued since the recession's end in March, 1991, with the Virginia economy
providing reason for restrained optimism in fiscal year 1994. Employment figures
furnished more encouragement than did income data. The state unemployment rates
continued to be a bright spot, dropping to 4.9 percent for fiscal year 1994,
compared to 6.4 percent nationally. However, the possibility of more defense
cutbacks and additional plant downsizings provided two cautionary notes. Real
taxable sales have nearly reached the pre-recession level of fiscal year 1990.
The impact of national trends on the Commonwealth is clearly seen in
personal income figures. While year-to-year percentage changes in the
Commonwealth personal income generally parallel those at the national level, the
Commonwealth figures were higher during the first half of the 1980's. The
differential has narrowed since 1988. In the first quarter of 1994, the most
recent available, Virginia's growth rate was 6.1 percent compared to 3.9 percent
for the nation. While Virginia's real per capita personal income surpassed the
national figure in 1982 and has continued to exceed it, the relative
differential has been narrowing since 1989 and is now the smallest since 1985.
Virginia's 1989 maximum was 106 percent of national per capita income while the
1993 figure was 104 percent. In comparison with the South Atlantic region,
Virginia's real per capita income has declined from a peak of 108 percent in
1989 to 106 percent in 1993.
Virginia's nonagricultural employment figure has also mirrored the national
economy. For fiscal year 1994 Virginia's nonagricultural employment rose 2.9
percent, comparable to the pre-recession rate. Total nonagricultural employment
for Virginia in June 1994 was a record high. During the period 1983-1990, the
Commonwealth substantially outpaced the nation in growth of nonagricultural
employment, with 4.1 percent average annual growth compared to 2.8 percent
nationally; however, the trend lines for both have been nearly parallel since
1990. For the period 1985-1990, the Commonwealth went ahead of the South
Atlantic region, but was hit harder by the recession in 1990 and the defense
adjustment. Since then, the region has outperformed the Commonwealth.
With respect to unemployment, Virginia's unemployment rate has consistently
been below that of the nation. For the decade of 1980 to 1990, the differential
has been two percentage points, although it decreased to below one percentage
point in 1991 and 1992.
19
<PAGE>
For the first six months of FY 1994, the Commonwealth's unemployment rate was
4.9 percent, compared to the national rate of 6.4 percent.
Employment trends in Virginia are varied from sector to sector and from
region to region. Most sectors showed dramatic improvement compared to the
anemic performance in fiscal year 1993. Employment grew in seven of ten
categories. This past fiscal year's growth was led by a 5.4 percent employment
jump in the construction sector and 5.3 percent in services. Federal civilian
employment slipped 3 percent, the result of continued defense cutbacks and an
effort to downsize. Once again, the greatest percent loss was in mining, which
suffered a 7.7 percent drop, a 40 percent greater loss than the previous year.
The service sector continued to grow and mining and manufacturing are now at
lower levels than in 1980. Employment trends also varied among regions. All of
the Commonwealth's metropolitan statistical areas showed increased employment
from fiscal year 1993 to fiscal year 1994, ranging from 1.1 percent to 4.3
percent, with most employment increases being experienced in metropolitan areas.
Highest rates of unemployment were found in southwest Virginia where mining
jobs have been lost and the lowest unemployment rates were seen in Northern
Virginia where much federally-related employment is concentrated. As would be
expected, there was great overlap between areas of lowest unemployment and those
of highest per capita income.
Virginia appears to have fully participated in the national economic
recovery, which has been slow by historic standards. The state has not yet
returned to pre-recession growth rates for several measures, particularly real
per capita personal income. The next round of defense cutbacks and the uncertain
duration of the economic recovery are continuing sources of concern. A growing
diversification of the state's export base is encouraging for the long-term but
will not insulate the state from vulnerability to increased competition against
its major products and to economic conditions abroad.
The Commonwealth of Virginia has historically operated on a fiscally
conservative basis and is required by its Constitution to have a balanced
biennial budget. At the end of the June 30, 1994, fiscal year, the General Fund
of the Commonwealth had an ending fund balance, computed on a budgetary cash
basis, of $518.7 million, of which $81 million was in required reserves.
Approximately four hundred thirty million of the general fund balance was
designated for expenditure during the next fiscal year, leaving an undesignated,
unreserved fund balance of $7.6 million, the third consecutive such undesignated
fund balance. Computed on a modified accrual basis in accordance with generally
accepted accounting principles, the General Fund balance at the end of the
fiscal year ended June 30, 1994, was $185.3 million, compared with a General
Fund balance of minus $78.8 million at the end of the fiscal year ended June 30,
1993. This is the second year since 1989 that the General Fund, measured on a
modified accrual basis, has shown a positive fund balance.
As of June 30, 1994, total debt of the Commonwealth aggregated $8.4 billion.
Of that amount, $2.5 billion was tax-supported. Outstanding general obligation
bonded debt backed by the full faith and credit of the Commonwealth was $792
million at June 30, 1994. Of that amount, $500 million was also secured by
revenue producing capital projects.
The Virginia Constitution contains limits on the amount of general
obligation bonds which the Commonwealth can issue. These limits are
substantially in excess of current levels of outstanding bonds, and at June 30,
1994, would permit an additional total of approximately $5.6 billion of bonds
secured by revenue-producing projects and approximately $5.8 billion of
unsecured general obligation bonds for capital projects, with not more
20
<PAGE>
than approximately $921 billion of the latter to be issued in any four-year
period. Bonds which are not secured by revenue-producing projects must be
approved in a State-wide election.
The Commonwealth of Virginia maintains a "triple A" bond rating from
Standard & Poor's Corporation, Moody's Investors Service and Fitch Investors
Service on its general obligation indebtedness, reflecting in part its sound
fiscal management, diversified economic base and low debt ratios. There can be
no assurances that these conditions will continue. Nor are these same conditions
necessarily applicable to securities which are not general obligations of the
Commonwealth. Securities issued by specific municipalities, governmental
authorities or similar issuers may be subject to economic risks or uncertainties
peculiar to the issuers of such securities or the sources from which they are to
be paid.
VIRGINIA 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 1995 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.
21
<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 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50% 6.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 39.0 $ 0-114.7 20.0 % 6.25 6.56 6.88 7.19 7.50 7.81 8.13 8.44
39.0- 94.3 0-114.7 32.0 7.35 7.72 8.09 8.46 8.82 9.19 9.56 9.93
114.7-172.1 33.0 7.46 7.84 8.21 8.58 8.96 9.33 9.70 10.07
94.3-143.6 0-114.7 35.0 7.69 8.08 8.46 8.85 9.23 9.62 10.00 10.38
114.7-172.1 36.0 7.81 8.20 8.59 8.98 9.38 9.77 10.16 10.55
172.1-294.6 38.0 8.06 8.47 8.87 9.27 9.68 10.08 10.48 10.89
143.6-256.5 114.7-172.1 40.5 8.40 8.82 9.24 9.66 10.08 10.50 10.92 11.34
172.1-294.6 43.5 8.85 9.29 9.73 10.18 10.62 11.06 11.50 11.95
Over 294.6 40.5 2 8.40 8.82 9.24 9.66 10.08 10.50 10.92 11.34
Over 256.5 172.1-294.6 47.0 9.43 9.91 10.38 10.85 11.32 11.79 12.26 12.74
Over 294.6 44.0 3 8.93 9.38 9.82 10.27 10.71 11.16 11.61 12.05
</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 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50% 6.75%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 23.4 $ 0-114.7 20.0 6.25 6.56 6.88 7.19 7.50 7.81 8.13 8.44
23.4- 56.6 0-114.7 32.0 7.35 7.72 8.09 8.46 8.82 9.19 9.56 9.93
56.6-118.0 0-114.7 35.0 7.69 8.08 8.46 8.85 9.23 9.62 10.00 10.38
114.7-237.2 36.5 7.87 8.27 8.66 9.06 9.45 9.84 10.24 10.63
118.0-256.5 114.7-237.2 41.5 8.55 8.97 9.40 9.83 10.26 10.68 11.11 11.54
Over 237.2 40.5 2 8.40 8.82 9.24 9.66 10.08 10.50 10.92 11.34
Over 256.5 Over 237.2 44.0 3 8.93 9.38 9.82 10.27 10.71 11.16 11.61 12.05
<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
CDs 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 CDs 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.
22
<PAGE>
NUVEEN TAX-EXEMPT UNIT TRUST
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT
AUGUST 25, 1995
VIRGINIA TRADITIONAL TRUST 303
(SERIES 821)
<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 Metropolitan Washington Airports Authority 2003 at 102 AAA Aaa $ 441,875
(District of Columbia and Virginia), Airport
System Revenue and Refunding Bonds, Series
1993A, 5.25% Due 10/1/22. (MBIA Insured.)
500,000 Commonwealth of Puerto Rico, Public Improvement 2005 at 101 1/2 AAA Aaa 479,600
Bonds of 1995 (General Obligation Bonds.),
5.75% Due 7/1/24. (MBIA Insured.)
500,000 Commonwealth Transportation Board, Commonwealth 2004 at 101 AA Aa 510,645
of Virginia, Transportation Revenue Bonds,
Series 1995A (Northern Virginia
Transportation District Program), 6.375% Due
5/15/20.
250,000 Industrial Development Authority of the City of 2003 at 102 AA- Aa3 243,993
Chesapeake, Virginia, Port Facilities
Refunding Revenue Bonds, Series 1993
(Cargill, Incorporated Project), 5.875% Due
3/1/13.
500,000 Industrial Development Authority of Fairfax No Optional Call AA- Aa 415,010
County, Virginia, Hospital Revenue Refunding
Bonds (Inova Health System Hospitals
Project), Series 1993A, 5.00% Due 8/15/23.
(Original issue discount bonds delivered on
or about November 3, 1993 at a price of
94.807% of principal amount.)
250,000 Loudoun County Sanitation Authority (Virginia), 2004 at 102 AAA Aaa 216,375
Water and Sewer System Revenue Bonds, Series
1994A, 5.25% Due 1/1/30. (Original issue
discount bonds delivered on or about March
30, 1994 at a price of 89.671% of principal
amount.)(MBIA Insured.)
500,000 City of Norfolk, Virginia, Water Revenue Bonds, 2003 at 102 AAA Aaa 448,370
Series 1993, 5.375% Due 11/1/23. (AMBAC
Insured.)
500,000 Norfolk Redevelopment and Housing Authority 2005 at 102 AA Aa 486,990
(Virginia), Educational Facility Bonds (State
Board for Community Colleges-Tidewater
Community College Downtown Campus), Series of
1995, 5.875% Due 11/1/15.
----------- ---------------
$ 3,500,000 $ 3,242,858
----------- ---------------
----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 39.
23
<PAGE>
MASSACHUSETTS INSURED TRUST 129
The Portfolio of Massachusetts Insured Trust 129 consists of 7 obligations
issued by entities located in Massachusetts 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: College and University Revenue, 2; Electrical
System Revenue, 1; Health Care 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
and Aaa by Moody's.
At the Date of Deposit, the average maturity of the Bonds in the
Massachusetts Insured Trust is 26.1 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 14.3% of the aggregate principal amount of the Bonds in the
Trust (accounting for approximately 13.8% 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 21% of the aggregate principal amount of the Bonds in the
Trust consists of obligations of issuers whose revenues are primarily derived
from payments to colleges and universities, including tuition, dormitory
revenues, grants and endorsements.
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 August 23,
1995 and August 24, 1995. 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>
$3,281,175 $17,418 $196,563 $3,282,030 .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 Massachusetts
24
<PAGE>
Insured Trust, less estimated expenses, is estimated to accrue at the rate of
$.01492 per Unit per day under the semi-annual plan of distribution, $.01486 per
Unit per day under the quarterly plan of distribution and $.01477 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 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 1995 1996 PER YEAR
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------- --------------
Record Date*.......................... 10/1 11/1 2/1 5/1
Distribution Date..................... 10/15 11/15 2/15 5/15
--------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan............. $ .5367(1) $ 5.3679
-------- $.4473 every month --------
Quarterly Distribution Plan........... $ .5367(1) $ .4497(2) $ 1.3491 $ 1.3491 $ 5.3999
Semi-Annual Distribution Plan......... $ .5367(1) $ .4515(3) $ 2.7090 $ 5.4189
--------------------------------------------------------------------------------------------------------------------
<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. Such distribution may
be more or less than a regular monthly distribution.
(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 or as fees and expenses increase or decrease.
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
25
<PAGE>
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 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.
26
<PAGE>
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.
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, 1993 and 1994 revenues exceeded expenditures, no assurance
can be given that lower than expected tax revenues will not resume and continue.
1996 FISCAL YEAR BUDGET. On June 21, 1995, the Governor signed the
Commonwealth's budget for fiscal 1996. The fiscal 1996 budget is based on an
estimated budgeted revenues and other sources of approximately $16.802 billion,
which includes tax revenue estimates of approximately $11.654 billion, an
increase of approximately $475 million, as compared to estimated 1995 tax
revenues of $11.179 billion. The fiscal 1996 budgeted expenditures are $16.820
billion, which represents an approximately 2.6% increase from fiscal 1995
expenditures.
1995 FISCAL YEAR BUDGET. On July 10, 1994, the Governor signed the
Commonwealth's budget for fiscal 1995. The fiscal 1995 budget is based on
estimated budgeted revenues and other sources of approximately $16.360 billion,
which includes revised tax revenue estimates of approximately $11.179 billion.
Tax revenues for fiscal 1995 were originally estimated at $11.328 billion in
May, 1994, however, due to the slowing of the rate of growth in certain tax
revenue categories in the months following the signing of the budget,
particularly income tax, the Secretary of the Administration on September 26,
1994, as required by law, reduced the fiscal 1995 tax revenue estimate by $75
million. On January 25, 1995, the Secretary for Administration and Finance
further revised the fiscal 1995 tax revenue estimate to $11.179 billion, a
reduction of approximately $55 million from the September 26, 1994 estimate. The
tax revenue estimate includes $19.3 million of tax cuts signed by the Governor
in the fiscal 1995 budget. Estimated fiscal 1995 tax revenues are approximately
$572 million higher than fiscal 1994 tax revenues of $10.607 billion.
27
<PAGE>
As signed by the Governor, the budget authorizes approximately $16.482
billion in fiscal 1995 expenditures. The Governor exercised his authority to
veto and reduce individual line items and reduced total expenditures by
approximately $298.2 million and vetoed certain other law changes contained in
the fiscal 1995 budget. The $16.449 billion of fiscal 1995 expenditures includes
a reserve against certain contingencies currently in the amount of $98.6
million. On January 25, 1995, the Governor filed a supplemental appropriation
recommendation aggregating approximately $43.6 million, which expenditures are
included in the $98.6 million contingency reserve for fiscal 1995 expenditures.
Included in the approximately $298.2 million of vetoes noted above, the Governor
vetoed approximately $296.9 million in appropriations for the Executive Office
of Human Services and the Department of Public Welfare, representing the
estimate, at the time, of 4 months of funding for the Commonwealth's public
assistance programs.
On February 10, 1995, the Governor signed into law certain reforms to the
Commonwealth's program for Aid to Families with Dependent Children ("AFDC")
which take effect on July 1, 1995, subject to federal approval of certain
waivers. The revised program reduces AFDC benefits to able bodied recipients by
2.75%, while allowing them to keep a larger portion of their earned wages,
requires approximately 22,000 able-bodied parents of school-aged children to
work or perform community service for 20 hours per week and requires
approximately 16,000 recipients who have children between the ages of two and
six to participate in an education or training program or perform community
service. The plan also establishes a pilot program for up to 2,000 participants
that offers tax credits and wage subsidies to employers who hire welfare
recipients. Parents who find employment will be provided with extended medical
benefits and day care benefits for up to one year. The plan mandates paternal
identification, expands funding for anti-fraud initiatives, and requires parents
on AFDC to immunize their children. Parents who are disabled, caring for a
disabled child, have a child under the age of two, or are teen-agers living at
home and attending high school, will continue to receive cash assistance. Since
most provisions of the new law do not take effect until July 1, 1995, the
Executive Office for Administration projects that the reforms will not
materially affect fiscal 1995 public assistance spending. The fiscal 1995
expenditure estimate of $16.449 billion includes $247.8 million appropriated to
fund the Commonwealth's public assistance programs for the last four months of
fiscal 1995. The Commonwealth is currently evaluating the new law's impact on
fiscal 1996 projected spending for public assistance programs.
The fiscal 1995 budget is based on numerous spending and revenue estimates
the achievement of which cannot be assured.
On November 8, 1994, the voters in the statewide general election approved
an initiative petition that would slightly increase the portion of the gasoline
tax revenue credited to the Highway Fund, one of the Commonwealth's three major
budgetary funds, prohibit the transfer of money from the Highway Fund to other
funds for non-highway purposes and not permit including the Highway Fund balance
in the computation "consolidated net surplus" for purposes of state finance
laws. The initiative petition also provides that no more than 15% of gasoline
tax revenues may be used for mass transportation purposes, such as expenditures
related to the Massachusetts Bay Transit Authority. The Executive Office of
Administration and Finance is analyzing the effect, if any, this initiative
petition, which became law on December 8, 1994, may have on the fiscal 1995
budget and it currently does not expect it
28
<PAGE>
to have any materially adverse impact. This is not a constitutional amendment
and is subject to amendment or repeal by the Legislature, which may also,
notwithstanding the terms of the petition, appropriate moneys from the Highway
Fund in such amounts and for such purposes as it determines, subject only to a
constitutional restriction that such moneys be used for highways or mass transit
purposes.
1994 FISCAL YEAR. Fiscal 1994 tax revenue collections were approximately
$10.607 billion, $87 million below the Department of Revenue's fiscal year 1994
tax revenue estimate of $10.694 billion and $677 million above fiscal 1993 tax
revenues of $9.930 billion. Budgeted revenues and other sources, including
non-tax revenues, collected in fiscal 1994 were approximately $15.550 billion.
Total revenues and other sources increased by approximately 5.7% from fiscal
1993 to fiscal 1994 while tax revenues increased by 6.8% for the same period.
Budgeted expenditures and other uses of funds in fiscal 1994 were approximately
$15.523 billion, which is $826.5 million or approximately 5.6% higher than
fiscal 1993 budgeted expenditures and other uses.
As of June 30, 1994, the Commonwealth showed a year-end cash position of
approximately $757 million, as compared to a projected position of $599 million.
In June, 1993, the Legislature adopted and the Governor signed into law
comprehensive education reform legislation. This legislation required an
increase in expenditures for education purposes above fiscal 1993 base spending
of $1.288 billion of approximately $175 million in fiscal 1994. The Executive
Office for Administration and Finance expects the annual increases in
expenditures above the fiscal 1993 base spending of $1.288 billion to be
approximately $396 million in fiscal 1995, $625 million in fiscal 1996 and $868
million in fiscal 1997. Additional annual increases are also expected in later
fiscal years. The fiscal 1995 budget as signed by the Governor includes $896
million in appropriations to satisfy this legislation.
1993 FISCAL YEAR. The Commonwealth's budgeted expenditures and other uses
were approximately $14.696 billion in fiscal 1993, which is approximately $1.280
billion or 9.6% higher than fiscal 1992 expenditures and other uses. Final
fiscal 1993 budgeted expenditures were $23 million lower than the initial July
1992 estimates of fiscal 1993 budgeted expenditures. Budgeted revenues and other
sources for fiscal 1993 totalled approximately $14.710 billion, including tax
revenues of $9.930 billion. Total revenues and other sources increased by
approximately 6.9% from fiscal 1992 to fiscal 1993, while tax revenues increased
by 4.7% for the same period. Overall, fiscal 1993 ended with a surplus of
revenues and other sources over expenditures and other uses of $13.1 million and
aggregate ending fund balances in the budgeted operating funds of the
Commonwealth of approximately $562.5 million. After payment in full of the
distribution of local aid to the Commonwealth's cities and towns ("Local Aid")
and the retirement of short term debt, the Commonwealth showed a year end cash
position of approximately $622.2 million, as compared to a projected position of
$485.1 million.
1992 FISCAL YEAR. The Commonwealth's budgeted expenditures and other uses
were approximately $13.4 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
29
<PAGE>
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 totalled
approximately $13.7 billion (including tax revenues of approximately $9.5
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
Local Aid in the 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
million 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 approximately $14.1 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
approximately $8.8 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 actions 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
30
<PAGE>
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 AND 1989 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 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 1989 and 1990 totalled approximately $12.6
billion and $13.3 billion, respectively. Budgeted revenues for fiscal 1989 and
1990 totalled approximately $12.0 billion and $12.0 billion, respectively.
EMPLOYMENT. Reversing a trend of relatively low unemployment during the
early and mid 1980's, the Massachusetts unemployment rate beginning in 1990
increased significantly to where the Commonwealth's unemployment rate exceeded
the national 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 during
1992 averaged 8.5% while the average United States unemployment rate was 7.4%.
Since 1993, the average monthly unemployment rate has declined steadily. The
Massachusetts unemployment rate in December 1994 was 5.7%, as compared with the
United States unemployment rate of 5.4% for the same period. Other factors which
may significantly and adversely affect the employment rate in the oCmmonwealth
include reductions in 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+. At the same time, S&P currently rates state and agency
notes at SP1. From 1989 through 1992, the Commonwealth had experienced a steady
decline in its S&P rating, with its 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.
31
<PAGE>
Moody's currently rates the Commonwealth's uninsured general obligation
bonds at A1. From 1989 through 1992, 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, and on March 9, 1990, Moody's reduced the rating of the
Commonwealth's general obligation bonds from Baa1 to Baa. 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 (including Fiscal Recovery Bonds) as of April
1, 1995 was approximately $9.6 billion. There were also outstanding
approximately $245 million in general obligation notes and other short term
general obligation debt. The total bond and note liabilities of the Commonwealth
as of April 1, 1995, including guaranteed bond and contingent liabilities, was
approximately $12.9 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 22.2% from $770.9 million in
fiscal 1990 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
were approximately $1.140 billion and $1.149 billion for fiscal 1993 and 1994,
respectively, and are projected to be approximately $1.241 billion for fiscal
1995. The fiscal 1993 and fiscal 1994 debt service expenditures reflect savings
of $62.9 million and $57.3 million, respectively, achieved through the issuance
of refunding bonds in October 1992, and March, May and August 1993. 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 ($181.9
million projected in fiscal 1995), the Massachusetts Convention Center Authority
($24.6 million projected in fiscal 1995), the Massachusetts Government Land Bank
($6.0 million projected in fiscal 1995) and the Massachusetts Water Pollution
Abatement Trust ($13.9 million projected in fiscal 1995), as well as grants to
municipalities under the school building
32
<PAGE>
assistance program to defray a portion of the debt service costs on local school
bonds ($179.2 million projected in fiscal 1995).
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
1994 is 5.6% (on a preliminary unaudited basis) which is projected to increase
to 5.9% in fiscal 1995.
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 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. The estimated pension costs (inclusive of current benefits and
pension reserves) for fiscal year 1996 are $1.044 billion, representing an
increase of 5.0% over estimated fiscal 1995 expenditures of $994.3 million.
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, with approximately $1.84 billion to be spent on or
after July 1, 1994.
The Department of Public Welfare has been sued for the alleged unlawful
denial of personal care attendant services to certain disabled Medicaid
recipients. The Superior Court has denied the plaintiff's motion for preliminary
injunction and has also denied the plaintiff's motion for class certification.
If the plaintiffs were to prevail on their claims and the Commonwealth were
required to provide all of the services sought by the plaintiffs to all
33
<PAGE>
similarly situation persons, it would substantially increase in the annual cost
to the Commonwealth that these services might eventually be required. The
Department of Public Welfare currently estimates this increase to be as much as
$200 million per year.
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.
The Massachusetts Hospital Association has brought an action challenging an
element of the Medicaid rate setting methodologies for hospitals. On October 12,
1993, the case was settled with the hospital association and most acute
hospitals, thereby reducing the Commonwealth's potential liability in the
pending case or in related appeals to approximately $10 million.
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. In BAYBANK, ET AL. V. COMMISSIONER OF REVENUE, the banks challenge
the inclusion of income from tax exempt obligations in the measure of the bank
excise tax. The Appellate Tax Board issued findings of fact and a report in
favor of the Commissioner of Revenue on September 30, 1993. The Supreme Judicial
Court heard the appeal on March 7, 1995. Taking into account all banks and all
years at issue (1974 through 1986), there are 142 appeals consolidated in this
case. The amount at issue is currently estimated to be approximately $1.4
billion, which amount includes interest of approximately $1.1 billion and
amounts involved in other related applications for abatement pending with the
Commissioner of Revenue or with the Appellate Tax Board.
In March 30, 1995, the parties reported to the Supreme Judicial Court that
they had agreed in principle to settle the case and related litigation. The
agreement in principle includes an agreement that the Commonwealth will pay to
the banks $25 million, payable in installments of $10 million on August 1, 1996
and August 1, 1997, and $5 million and all accrued interest on the settlement
amount on August 1, 1998, with an option for the Commonwealth to prepay such
amounts.
On March 22, 1995, the Supreme Judicial Court, in its opinion in PERINI
CORPORATION ET AL. V. COMMISSIONER OF REVENUE, held that certain deductions from
the net worth measure of the Massachusetts corporate excise tax violate the
Commerce Clause of the United States Constitution. The court remanded the case
for entry of a declaration and further proceedings, if necessary, to determine
other appropriate remedies. The Commonwealth intends to file a petition for a
writ of certiorari in the United States Supreme Court. The Department of Revenue
is analyzing the impact of this decision, but cannot yet determine the likely
effect on future aggregate annual corporate excise tax receipts. The amount of
taxes and interest at issue in other cases is approximately $150 million.
In NATIONAL ASSOCIATION OF GOVERNMENT EMPLOYEES V. COMMONWEALTH, the
Superior Court declared that a line item in the Commonwealth's general
appropriations act for fiscal 1994
34
<PAGE>
that increased the state employees' percentage share of their group health
insurance premiums from 10% to 15% violated the terms of several collective
bargaining agreements, and therefore was invalid under the United States
Constitution as regards employees covered by the agreements. The Commonwealth
appealed the Superior Court's decision and the Supreme Judicial Court has
granted direct appellate review. Several other unions have filed a companion
suit asserting that the premium increase similarly violated other collective
bargaining agreements. The latter suit is in its initial stages. If the Superior
Court decision in favor of the state employees is upheld, the Commonwealth's
aggregate liability is estimated to be approximately $32 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.
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
35
<PAGE>
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.
ESTATE TAX REVISIONS. The fiscal 1993 budget included legislation which
gradually phases out the current Massachusetts estate tax and replaces it with a
"sponge tax" in 1997. The "sponge tax" is based on the maximum amount of the
credit for state taxes allowed for federal estate tax purposes. The estate tax
is phased out by means of annual increases in the basic exemption from the
current $200,000 level. The exemption is increased to $300,000 for 1993,
$400,000 for 1994, $500,000 for 1995 and $600,000 for 1996. In addition, the
legislation includes a full marital deduction starting July 1, 1994. Currently
the marital deduction is limited to 50% of the Massachusetts adjusted gross
estate. The static fiscal impact of the phase out of the estate tax was
estimated to be approximately $24.8 million in fiscal 1994 and is estimated to
be approximately $72.5 million in fiscal 1995.
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 1995 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.
36
<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 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 39.0 $ 0-114.7 25.0 % 6.33 6.67 7.00 7.33 7.67 8.00 8.33 8.67
39.0- 94.3 0-114.7 36.5 7.48 7.87 8.27 8.66 9.06 9.45 9.84 10.24
114.7-172.1 37.5 7.60 8.00 8.40 8.80 9.20 9.60 10.00 10.40
94.3-143.6 0-114.7 39.5 7.85 8.26 8.68 9.09 9.50 9.92 10.33 10.74
114.7-172.1 40.0 7.92 8.33 8.75 9.17 9.58 10.00 10.42 10.83
172.1-294.6 42.0 8.26 8.70 9.13 9.57 10.00 10.43 10.87 11.30
143.6-256.5 114.7-172.1 44.5 8.56 9.01 9.46 9.91 10.36 10.81 11.26 11.71
172.1-294.6 47.0 8.96 9.43 9.91 10.38 10.85 11.32 11.79 12.26
Over 294.6 44.5 2 8.56 9.01 9.46 9.91 10.36 10.81 11.26 11.71
Over 256.5 172.1-294.6 50.5 9.60 10.10 10.61 11.11 11.62 12.12 12.63 13.13
Over 294.6 48.0 3 9.13 9.62 10.10 10.58 11.06 11.54 12.02 12.50
</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 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% 6.25% 6.50%
------------- ------------- ----------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 23.4 $ 0-114.7 25.0 % 6.33 6.67 7.00 7.33 7.67 8.00 8.33 8.67
23.4- 56.6 0-114.7 36.5 7.48 7.87 8.27 8.66 9.06 9.45 9.84 10.24
56.6-118.0 0-114.7 39.5 7.85 8.26 8.68 9.09 9.50 9.92 10.33 10.74
114.7-237.2 40.5 7.98 8.40 8.82 9.24 9.66 10.08 10.50 10.92
118.0-256.5 114.7-237.2 45.5 8.72 9.17 9.63 10.09 10.55 11.01 11.47 11.93
Over 237.2 44.5 2 8.56 9.01 9.46 9.91 10.36 10.81 11.26 11.71
Over 256.5 Over 237.2 48.0 3 9.13 9.62 10.10 10.58 11.06 11.54 12.02 12.50
<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
CDs 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 CDs 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.
37
<PAGE>
NUVEEN TAX-EXEMPT UNIT TRUST
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT
AUGUST 25, 1995
MASSACHUSETTS INSURED TRUST 129
(SERIES 821)
<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 The Commonwealth of Massachusetts, General 2005 at 101 AAA Aaa $ 469,280
Obligation Bonds, Consolidated Loan of 1995,
Series B, 5.50% Due 7/1/14.
250,000 Massachusetts Bay Transportation Authority, 2005 at 102 AAA Aaa 238,085
General Transportation System Bonds, 1995
Series A, 5.75% Due 3/1/25. (General
Obligation Bonds.)
250,000 Massachusetts Health and Educational Facilities 2005 at 102 AAA Aaa 234,843
Authority, Revenue Bonds, Harvard University
Issue, Series P, 5.625% Due 11/1/28.
500,000 * Massachusetts Health and Educational Facilities 2005 at 102 AAA Aaa 487,500
Authority, Revenue Bonds, Newton-Wellesley
Hospital Issue, Series E, 6.00% Due 7/1/25.
(When issued.)
500,000 Massachusetts Health and Educational Facilities 2004 at 102 AAA Aaa 479,600
Authority, Revenue Bonds, Smith College
Issue, Series D, 5.75% Due 7/1/24.
500,000 Massachusetts Municipal Wholesale Electric 2004 at 102 AAA Aaa 440,640
Company, Power Supply System Revenue Bonds,
1994 Series B, 5.00% Due 7/1/13.
500,000 Massachusetts Water Resources Authority, 2004 at 101 1/2 AAA Aaa 493,215
General Revenue Bonds, 1994 Series A, 6.00%
Due 8/1/24.
500,000 Commonwealth of Puerto Rico, Public Improvement 2005 at 101 1/2 AAA Aaa 455,430
Bonds of 1995 (General Obligation Bonds.),
5.375% Due 7/1/22. (Original issue discount
bonds delivered on or about May 4, 1995 at a
price of 93.916% of principal amount.)
----------- ---------------
$ 3,500,000 $ 3,298,593
----------- ---------------
----------- ---------------
</TABLE>
See Notes to Schedules of Investments, page 39.
* These Bonds, or a portion thereof, have delivery dates beyond the normal
settlement date. Their expected delivery date is September 20, 1995. Contracts
relating to Bonds with delivery dates after the date of settlement for
purchase made on the Date of Deposit constitute approximately 14% of the
aggregate principal amount of the Trust. (See Section 4.)
38
<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
and Aaa by Moody's. (See Section 5.)
(4) As determined by Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc., 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, a division of J. J. Kenny Co., Inc.,
have been rounded to the nearest dollar.
39
<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 821:
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 821
(comprising Connecticut Traditional Trust 276, Virginia Traditional
Trust 303 and Massachusetts Insured Trust 129), as of August 25, 1995.
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 821
as of August 25, 1995, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
August 25, 1995.
40
<PAGE>
Statements of Condition
NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 821
(Connecticut Traditional Trust 276, Virginia Traditional Trust 303 and
Massachusetts Insured Trust 129)
AS OF AUGUST 25, 1995
<TABLE>
<CAPTION>
CONNECTICUT VIRGINIA MASSACHUSETTS
TRADITIONAL TRADITIONAL INSURED
TRUST PROPERTY TRUST 276 TRUST 303 TRUST 129
<S> <C> <C> <C>
--------------- --------------- ---------------
Sponsor's contracts to purchase
Tax-Exempt Bonds, backed by an
irrevocable letter of credit(1)(2)..... $ 3,293,262 $ 3,242,858 $ 3,298,593
Accrued interest to August 25, 1995 on
underlying Bonds(1)................... 44,026 57,311 37,115
Organizational costs(3)................. 5,200 5,100 5,100
--------------- --------------- ---------------
Total....................... $ 3,342,488 $ 3,305,269 $ 3,340,808
--------------- --------------- ---------------
--------------- --------------- ---------------
LIABILITY AND INTEREST OF UNITHOLDERS
LIABILITY:
Accrued interest to August 25, 1995
on underlying Bonds(4)............ $ 44,026 $ 57,311 $ 37,115
Accrued organizational costs(3)..... 5,200 5,100 5,100
--------------- --------------- ---------------
Total....................... $ 49,226 $ 62,411 $ 42,215
--------------- --------------- ---------------
--------------- --------------- ---------------
INTEREST OF UNITHOLDERS:
Units of fractional undivided
interest outstanding (Connecticut
Traditional Trust 276--35,000;
Virginia Traditional Trust 303--
35,000; Massachusetts Insured
Trust 129-- 35,000)
Cost to investors(5).............. $ 3,462,931 $ 3,409,930 $ 3,468,537
Less: Gross underwriting
commission(6)................. (169,669) (167,072) (169,944)
--------------- --------------- ---------------
Net amount applicable to
investors......................... $ 3,293,262 $ 3,242,858 $ 3,298,593
--------------- --------------- ---------------
Total....................... $ 3,342,488 $ 3,305,269 $ 3,340,808
--------------- --------------- ---------------
--------------- --------------- ---------------
<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) Each Trust (and therefore Unitholders) will bear all or a portion of its estimated organizational costs which will be
deferred and amortized over five years from the Initial Date of Deposit.
(4) 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 from the later of the last payment date on the Bonds or the date of issuance thereof.
(5) Aggregate Public Offering Price (exclusive of accrued interest) computed as set forth under Section 6.
(6) 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 $50,000 or 500 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 500 Units or more, the sales charge is reduced. (See Section 6.)
</TABLE>
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GENERAL TRUST INFORMATION
RISK FACTORS.
An investment in Units of any Trust should be made with an understanding of
the risks that such an investment may entail. These include the ability of the
issuer, or, if applicable, an insurer, to make payments of interest and
principal when due, the effects of changes in interest rates generally, early
call provisions and the potential for changes in the tax status of the Bonds. 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. For economic risks specific to the individual Trusts, see "Economic
Factors" for each 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
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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 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
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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 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
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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
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
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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 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
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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.
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
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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 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
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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 of such acquisition to all Unitholders of the Trust
involved. 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 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;
A-8
<PAGE>
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
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.
A-9
<PAGE>
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 MBIA Insurance 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 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, formerly known as Municipal Bond Investors Assurance
Corporation, 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
A-10
<PAGE>
of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern
Mariana Islands, the Virgin Islands of the United States and the Territory of
Guam. The Insurer has one European branch in the Republic of France.
As of June 30, 1995 the Insurer had admitted assets of $3.6 billion
(unaudited), total liabilities of $2.4 billion (unaudited), and total capital
and surplus of $1.2 billion (unaudited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities. As of December 31, 1994, the Insurer had admitted assets of $3.4
billion (audited), total liabilities of $2.3 billion (audited), and total
capital and surplus of $1.1 billion (audited) 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.
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 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 (UNAUDITED)
AS OF SEPTEMBER 30, 1994.
(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...................... $ 10,030,200 $ 8,275,300 $ 1,754,900
Fireman's Fund Insurance Company......................... 6,815,775 4,904,534 1,911,241
The Travelers Indemnity Company.......................... 10,295,359 8,515,392 1,779,967
CIGNA Property and Casualty Company (formerly AEtna
Insurance Company)..................................... 5,112,251 4,842,235 270,016
The Continental Insurance Company........................ 2,794,536 2,449,805 344,731
--------------- --------------- --------------
Total............................................ $ 35,048,121 $ 28,987,266 $ 6,060,855
--------------- --------------- --------------
--------------- --------------- --------------
</TABLE>
Standard & Poor's rates all new issues insured by the Association "AAA"
Prime Grade.
A-11
<PAGE>
Moody's 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 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 rates all new issues insured by the Insurer "AAA" Prime
Grade."
The Moody's rating of the Insurer should be evaluated independently of the
Standard & Poor's 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. The Insurer does
not guarantee the market price of the Bonds nor does it guarantee that the
ratings on the Bonds will not be reversed or withdrawn.
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 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 and/or "AAA" by Standard & Poor's 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"), MBIA Insurance 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
A-12
<PAGE>
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 has rated the
claims-paying ability of each insurer "AAA," and Moody's has rated all bonds
insured by each such insurer, except ConnieLee, "Aaa." Moody's 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 the aggregate offering prices in the
case of National and State Trusts, 4.439% of the aggregate offering prices in
the case of Long Intermediate Trusts, 4.058% of the aggregate offering prices in
the case of Intermediate Trusts, 3.093% of the aggregate offering prices in the
case of Short Intermediate Trusts and 2.564% of the aggregate offering prices 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 $50,000 or 500 Units and will be
applied on whichever basis is more favorable to the purchaser. For purposes of
calculating the applicable sales charge, purchasers who have indicated their
intent to purchase a specified amount of Units of any Trust described herein in
the primary or secondary offering period or units of any other series of Nuveen
Tax-Exempt Unit Trusts in the primary or secondary offering period by executing
and delivering a letter of intent to the Sponsor, which letter of intent must be
in a form acceptable to the Sponsor and shall have a maximum duration of
thirteen months, will be eligible to receive a reduced sales charge according to
the following tables based on the amount of intended aggregate purchases as
expressed in the letter of intent. Due to administrative limitations and in
order to permit adequate tracking, the only secondary market purchases that will
be permitted to be applied toward the intended specified amount and that will
receive the corresponding reduced sales charge are those Units that are acquired
through or from the Sponsor. By establishing a letter of intent, a Unitholder
agrees that the first purchase of Units following the execution of such letter
of intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through the
establishment of the letter of intent, such Unitholder agrees that units
representing 5% of the total amount of the intended purchases will be held in
escrow by United States Trust Company of New York pending completion of these
purchases. All distributions on units held in escrow will be credited to such
Unitholder's account. If total purchases prior to the expiration of the letter
of intent period equal or exceed the amount specified in a Unitholder's letter
of intent, the units held in escrow will be transferred to such Unitholder's
account. If the total purchases are less than the amount specified, the
Unitholder involved must pay the Sponsor an amount equal to the difference
between the amounts paid for these purchases and the
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<PAGE>
amounts which would have been paid if the higher sales charge had been applied.
If such Unitholder does not pay the additional amount within 20 days after
written request by the Sponsor or the Unitholder's securities representative,
the Sponsor will instruct the Trustee to redeem an appropriate number of the
escrowed units to meet the required payment. By establishing a letter of intent,
a Unitholder irrevocably appoints the Sponsor as attorney to give instructions
to redeem any or all of such Unitholder's escrowed units, with full power of
substitution in the premises. A Unitholder or his securities representative must
notify the Sponsor whenever such Unitholder makes a purchase of Units that he
wishes to be counted towards the intended amount. 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 500........................................ 4.90% 5.152% 4.25% 4.439% 3.90% 4.058%
500 but less than 1,000.............................. 4.75 4.987 4.15 4.330 3.70 3.842
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 but less than 25,000.......................... 3.00 3.093 3.00 3.093 2.75 2.828
25,000 but less than 50,000.......................... 2.50 2.564 2.50 2.564 2.50 2.564
50,000 or more....................................... 2.00 2.041 2.00 2.041 2.00 2.041
</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 500........................................ 3.00% 3.093% 2.50% 2.564%
500 but less than 1,000.............................. 2.80 2.881 2.30 2.354
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 but less than 25,000.......................... 1.85 1.885 1.35 1.368
25,000 but less than 50,000.......................... 1.80 1.833 1.25 1.266
50,000 or more....................................... 1.50 1.523 1.15 1.163
</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 500 Units to $50,000,
2,500 Units to $250,000 etc., and will be applied on that basis which is more
favorable to the purchaser.
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. Any assumptions regarding maturity made for
purposes of determining the appropriate sales charge in no way predict or
guarantee the actual remaining life of a given Trust.
Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than 20%
of the original
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<PAGE>
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 Bonds in each maturity range (and
therefore the aggregate sales charge on the purchase) is reduced with respect to
purchases of at least $50,000 or 500 Units:
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE*
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999
--------------------------- ----------- ----------- ----------- ----------- ----------- ------------- -------------
Less than 1................ 0 0 0 0 0 0 0
1 but less than 2.......... 1.523% 1.446% 1.369% 1.317% 1.215% 1.061% .900%
2 but less than 3.......... 2.041 1.937 1.833 1.729 1.626 1.420 1.225
3 but less than 4.......... 2.564 2.433 2.302 2.175 2.041 1.781 1.546
4 but less than 5.......... 3.093 2.961 2.828 2.617 2.459 2.175 1.883
5 but less than 7.......... 3.627 3.433 3.239 3.093 2.881 2.460 2.165
7 but less than 10......... 4.167 3.951 3.734 3.520 3.239 2.828 2.489
10 but less than 13........ 4.712 4.467 4.221 4.004 3.788 3.253 2.842
13 but less than 16........ 5.263 4.988 4.712 4.439 4.167 3.627 3.169
16 or more................. 5.820 5.542 5.263 4.987 4.603 4.004 3.500
<CAPTION>
<S> <C>
$5,000,000
YEARS TO MATURITY OR MORE
--------------------------- -------------
Less than 1................ 0
1 but less than 2.......... .750%
2 but less than 3.......... 1.030
3 but less than 4.......... 1.310
4 but less than 5.......... 1.590
5 but less than 7.......... 1.870
7 but less than 10......... 2.150
10 but less than 13........ 2.430
13 but less than 16........ 2.710
16 or more................. 3.000
</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 500 Units to
$50,000, 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.
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<PAGE>
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 will
be added to the Public Offering Price to determine the purchase price of Units.
The date of settlement is currently three business days after purchase.
The above graduated sales charges will apply on all applicable purchases of
Nuveen investment company securities on any one day by the same purchaser in the
amounts stated, and for this purpose purchases of 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.
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).
Units may be purchased in the primary or secondary market at the Public
Offering Price for non-breakpoint purchases minus the concession the Sponsor
typically allows to brokers and dealers for non-breakpoint purchases (see
Section 17) by (1) investors who purchase Units through registered investment
advisers, certified financial planners and registered broker-dealers who in each
case either charge periodic fees for financial planning, investment advisory or
asset management services, or provide such services in connection with the
establishment of an investment account for which a comprehensive "wrap fee"
charge is imposed, (2) bank trust departments investing funds over which they
exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, custodial or similar capacity, (3) any person who for at
least 90 days, has been an officer, director or bona fide employee of any firm
offering Units for sale to investors or their immediate family members (as
defined above) and (4) officers and directors of bank holding companies that
make Units available directly or through subsidiaries or bank affiliates.
Notwithstanding anything to the contrary in this Prospectus, such investors,
bank trust departments, firm employees and bank holding company officers and
directors who purchase Units through this program will not receive sales charge
reductions for quantity purchases.
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
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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 as the Trustee can complete the mechanics of
registration. The date of settlement is currently three business days after
purchase. 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 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
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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, less any distributions from the related
Interest Account. The date of settlement is currently three business days after
purchase. 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. However, due to advances by the
Trustee, the Trustee will provide a first distribution between approximately 30
and 60 days after the Date of Deposit. Assuming each Trust retains its original
size and composition and expenses and fees remain the same, 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 third 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 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 effect of a first distribution which
may be less than a regular distribution or may be paid at some point after 30
days (or a second distribution which may be less than a normal distribution for
Unitholders who choose quarterly or semi-annual plans of distribution), and it
also does not take into account the difference in timing of payments to
Unitholders who choose quarterly or semi-annual plans of distribution, each of
which will reduce the return.
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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. A Unitholder's actual return may vary
significantly from the Estimated Long-Term Return, based on their holding
period, market interest rate changes, other factors affecting the prices of
individual bonds in the portfolio, and differences between the expected
remaining life of portfolio bonds and the actual length of time that they remain
in the Trust; such actual holding periods may be reduced by termination of the
Trust, as described in "AMENDMENT AND TERMINATION OF INDENTURE." 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 division of J. J. Kenny Co., Inc., a firm regularly
engaged in the business of evaluating, quoting or appraising comparable bonds.
With respect to Bonds in Insured Trusts and insured Bonds in Traditional Trusts,
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc., 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.
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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.) A portion of a Unitholder's gain, to
the extent of accreted market discount, may be treated as ordinary income rather
than capital gain if the Bonds were purchased by a Trust at a market discount or
if the Unitholder purchased his or her Units at a market discount on or after
April 30, 1993. 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 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
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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 provided that,
at the time such policies are purchased, the amounts paid for such
policies are reasonable, customary and consistent with the reasonable
expectation that the issuer of the bonds, rather than the insurer, will
pay debt service on the bonds. 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 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
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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 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
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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.)
The Trustee receives for ordinary recurring services an annual fee for each
plan of distribution for each Trust as set forth in "Essential Information
Regarding the Trusts." Each annual fee is per $1,000 principal amount of the
underlying Bonds in a Trust for that portion of the Trust that represents a
particular plan of distribution. The Trustee's fee may be periodically adjusted
in response to fluctuations in short-term interest rates (reflecting the cost to
the Trustee of advancing funds to a Trust to meet scheduled distributions) and
may be further adjusted in accordance with 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.
All or a portion of the expenses incurred in establishing the Trusts,
including costs of preparing the registration statement, the trust indenture and
other closing documents, registering Units with the Securities and Exchange
Commission and states, the initial audit of each Trust portfolio, legal fees and
the initial fees and expenses of the Trustee and any other non-material
out-of-pocket expenses, will be paid by the Trusts and amortized over the first
five years of such 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 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.
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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 fees
and expenses remain the same, and will generally change when Bonds are redeemed,
mature or are sold or when fees and expenses increase or decrease.
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
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<PAGE>
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. The Trustee's fee
takes into account the costs attributable to the outlay of capital needed to
make such advances.
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 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
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<PAGE>
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 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
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<PAGE>
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.
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
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<PAGE>
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 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
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<PAGE>
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, 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:
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<PAGE>
<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 500................. $3.20 $2.90 $2.70 $2.00 $1.50
500 but 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 but less than 25,000... 2.00 2.00 2.00 1.30 .80
25,000 but less than 50,000... 1.75 1.75 1.75 1.30 .60
50,000 or more................ 1.75 1.50 1.50 1.00 .60
</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 500 Units to $50,000, 2,500 Units to $250,000 etc. and will be
applied on that basis which is more favorable to the purchaser.
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> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO $5,000,000
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999 OR MORE
-------------------------- --------- --------- --------- --------- --------- ---------- ---------- ----------
Less than 1............... 0 0 0 0 0 0 0 0
1 but less than 2......... 1.00% .90% .85% .80% .70% .55% .467% .389%
2 but less than 3......... 1.30% 1.20% 1.10% 1.00% .90% .73% .634% .538%
3 but less than 4......... 1.60% 1.45% 1.35% 1.25% 1.10% .90% .781% .662%
4 but less than 5......... 2.00% 1.85% 1.75% 1.55% 1.40% 1.25% 1.082% .914%
5 but less than 7......... 2.30% 2.15% 1.95% 1.80% 1.65% 1.50% 1.320% 1.140%
7 but less than 10........ 2.60% 2.45% 2.25% 2.10% 1.95% 1.70% 1.496% 1.292%
10 but less than 13....... 3.00% 2.80% 2.60% 2.45% 2.30% 2.00% 1.747% 1.494%
13 but less than 16....... 3.25% 3.15% 3.00% 2.75% 2.50% 2.15% 1.878% 1.606%
16 or more................ 3.50% 3.50% 3.40% 3.35% 3.00% 2.50% 2.185% 1.873%
</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 500 Units to $50,000, 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.
Registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account for which
a comprehensive "wrap fee" charge is imposed, and bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, are not entitled to receive any dealer concession for primary or
secondary market purchases in which an investor purchases any number of Units at
the Public Offering Price for non-breakpoint purchases minus the concession the
sponsor typically allows to brokers and dealers for non-breakpoint purchases
(see Section 6).
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
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prohibits banks from underwriting Trust Units; the Act does, however, permit
certain agency transactions and banking regulators have not indicated that these
particular agency 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 by book entry positions recorded on the
books and records of the Trustee unless the Unitholder expressly requests that
the purchased Units be evidenced in Certificate form. 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 guarantor acceptable to
the Trustee. In certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority. Mutilated Certificates must be surrendered to the Trustee in order
for a replacement Certificate to be issued.
Although at the date hereof no charge is made and none is contemplated, a
Unitholder may be required to pay $2.00 to the Trustee for each Certificate
reissued or transfer of Units requested and to pay any governmental charge which
may be imposed in connection therewith.
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES.
To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur.
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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.
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% of the market value of the Units represented
by the Certificate. In the case however, of a Trust as to which notice of
termination has been given, the premium currently amounts to 0.5% of the market
value of the Units represented by such Certificate.
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 third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern time
on the date of tender as defined hereafter, plus accrued interest to, but not
including, the third 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.
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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 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
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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.
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
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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 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. Commencing September 1, 1995, Chase
Manhattan Bank, N.A. will become successor to United States Trust Company of New
York as Trustee of the Trusts. This change will have no material effect upon
Unitholders of the Trusts.
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.
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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 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 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
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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 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, all 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 (Swiss Bank Tower, 10 East 50th Street). It
maintains 14 regional offices.
To help advisers and investors better understand and more efficiently use an
investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
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
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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
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
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 LLP,
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.
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DESCRIPTION OF RATINGS*
STANDARD & POOR'S. A description of the applicable Standard & Poor's 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.
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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 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. A brief description of the applicable Moody's 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 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
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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.
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<TABLE>
<C> <S> <C>
NUVEEN Tax-Exempt Unit Trusts
PROSPECTUS
105,000 Units
Connecticut Traditional
Trust 276
Virginia Traditional Trust
303
Massachusetts Insured Trust
129
</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 LLP
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.
821
<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 cross-reference 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 821 hereby
identifies Series 401, 507, 512, 515, 517, 519, 723 and 814 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 quality from those deposited in such previous series;
(2) that, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which this
Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained
in the registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Nuveen Tax-Exempt Unit Trust, Series 821 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 8/25/95.
NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 821
(Registrant)
By JOHN NUVEEN & CO. INCORPORATED
(Depositor)
By: Larry Woods Martin
_________________________________
Vice President
Attest: Morrison C. Warren
__________________________________
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))
)
)8/25/95
___________________
*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>
821
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The consent of Arthur Anderson LLP to the use of its name in the Prospectus
included in the Registration Statement is filed by this amendment as Exhibit
4.4 to the Registratin Statement.
CONSENT OF CHAPMAN AND CUTLER
The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement is contained in its opinions filed by
this amendment as Exhibits 3.1 and 3.2 to the Registration Statement.
CONSENT OF 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,
A DIVISION OF THE MCGRAW-HILL COMPANIES
The consent of Standard & Poor's, a Division of The McGraw-Hill
Companies, 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 723 of the Fund (file No.
33-52527) 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, a Division of The McGraw-Hill Companies.
4.2 Consent of Kenny S&P Evaluation Services.
4.3 Consent of Carter, Ledyard & Milburn.
4.4 Consent of Arthur Anderson LLP
6.1 List of Directors and Officers of Depositor and other related
information (incorporated by reference to Form S-6 [File No.
33-58059] filed on March 13, 1995 on behalf of Nuveen Tax-Exempt
Unit Trust, Series 795).
<PAGE>
Exhibit 1.1(b)
SCHEDULE A
Series 821 August 25, 1995
Item 1. This Indenture relates to the Nuveen Tax-Exempt Unit Trust
Series 821.
Item 2. The date of this Indenture is August 25, 1995.
Item 3. Series 821 shall initially contain Trusts as follows:
(a) Connecticut Traditional Trust 276
(b) Virginia Traditional Trust 303
(c) Massachusetts Insured Trust 129
Item 4. Each Trust shall initially consist of the following number of Units:
(a) Connecticut Traditional Trust 35,000 Units
(b) Virginia Traditional Trust 35,000 Units
(c) Massachusetts 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) Connecticut Traditional Trust $ .5155 per Unit
( 2) Virginia Traditional Trust $ .5353 per Unit
( 3) Massachusetts Insured Trust $ .5367 per Unit
(b) The date of the second distribution from the Interest Account
of the respective Trusts will be as follows:
( 1) Connecticut Traditional Trust October 15, 1995
( 2) Virginia Traditional Trust October 15, 1995
( 3) Massachusetts Insured Trust October 15, 1995
(c) The record date for the second distribution from the
Interest Account of the respective Trusts will be as
follows:
( 1) Connecticut Traditional Trust October 1, 1995
( 2) Virginia Traditional Trust October 1, 1995
( 3) Massachusetts Insured Trust October 1, 1995
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
November 1, 1995.
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) Connecticut Traditional Trust October 1, 1995
(b) Virginia Traditional Trust October 1, 1995
(c) Massachusetts Insured Trust October 1, 1995
Item 11. (a) For services performed prior to the date indicated in
Item 5(c) of this Schedule A, the Trustee shall be paid at
the following annual rates per $1,000 of principal amount
of Bonds:
( 1) Connecticut Traditional Trust $1.543
( 2) Virginia Traditional Trust $1.5342
( 3) Massachusetts Insured Trust $1.6163
(b) For services performed on or after the date indicated in
Item 5(c) of this Schedule A, the Trustee shall be paid at
the following annual rates per $1,000 of principal amount
of Bonds:
( 1) Connecticut Traditional Trust
Monthly Plan of Distribution $1.543
Quarterly Plan of Distribution $1.223
Semi-Annual Plan of Distribution $1.033
( 2) Virginia Traditional Trust
Monthly Plan of Distribution $1.5342
Quarterly Plan of Distribution $1.2142
Semi-Annual Plan of Distribution $1.0242
( 3) Massachusetts Insured Trust
Monthly Plan of Distribution $1.6163
Quarterly Plan of Distribution $1.2963
Semi-Annual Plan of Distribution $1.1063
ADDITIONAL SCHEDULES
BONDS INITIALLY DEPOSITED
NUVEEN TAX-EXEMPT UNIT TRUST SERIES 821
Incorporated herein and made a part hereof as indicated below are the
following annual rates per $1,000 of principal amount of Bonds:
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: Connecticut Traditional Trust 276
Schedule C: Virginia Traditional Trust 303
Schedule D: Massachusetts Insured Trust 129
<PAGE>
EXHIBIT 3.1
(ON CHAPMAN AND CUTLER LETTERHEAD)
8/25/95
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 821
Gentlemen:
We have served as counsel for you, as depositor of Nuveen Tax-Exempt Unit
Trust, Series 821 (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 establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trusts of the Fund have been duly
authorized; and
2. The book entry positions and certificates 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. 33-61963) 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 4.4
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 ANDERSON LLP
Chicago, Illinois
8/25/95
<PAGE>
EXHIBIT 4.2
(On J. J. Kenny Co., Inc. Letterhead)
8/25/95
John Nuveen & Company
333 West Wacker Drive
Chicago, IL 60606
Re: Nuveen Tax Exempt Unit Trust, Series 821
Gentlemen:
We have examined the registration statement File No. 33-61963
for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., 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 J. J. Kenny Co., 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,
Frank A. Ciccotto
<PAGE>
EXHIBIT 4.1
(ON STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES LETTERHEAD)
8/25/95
John Nuveen & Company
333 West Wacker Drive
Chicago, Illinois 60606
Re: NUVEEN TAX EXEMPT UNIT TRUST, SERIES 821
This is in response to your requests regarding the above-captioned
fund which consists of separate underlying insured and traditional unit
investment trusts, SEC file # 33-61963.
INSURED TRUSTS.
With respect to the insured trusts 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 soley 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 attatched 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' to the units of each insured trust and a 'AAA' rating to
the securities contained in each trust.
You have permission to use the name of Standard & Poor's, a Division of
The McGraw-Hill Companies 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 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, a Division of The McGraw-Hill Companies 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 Standard and Poor's, a Division of The
McGraw-Hill Companies 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
time after the closing or should they not conform to certification received by
us, we reserve the right to nullify the ratings.
<PAGE>
TRADITIONAL TRUSTS.
With respect to the traditional unit investment trusts within the
above-captioned fund, we have reviewed the information presented to us and we
hereby confirm that the ratings indicated in the prospectus as being assigned
by Standard & Poor's, a Division of The McGraw-Hill Companies to the securities
contained in each traditional trust of such fund are, according to our records,
the ratings currently assigned by Standard & Poor's, a Division of The
McGraw-Hill Companies to such securities. You understand that Standard
& Poor's, a Division of The McGraw-Hill Companies has not consented to, and will
not consent to, being named as "expert" under the federal securities laws,
including and without limitation, Section 7 of the Securities Act of 1933, with
respect to the ratings on any securities contained in any of the traditional
trusts.
Please note that the 'AAA' rating assigned to the units of each
insured trust does not apply to the units of any of the traditional trusts.
STANDARD & POOR'S, A DIVISION
OF THE MCGRAW-HILL COMPANIES
Sanford Bragg
<PAGE>
EXHIBIT 3.2
(ON CHAPMAN AND CUTLER LETTERHEAD)
8/25/95
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 821
Gentlemen:
We have served as counsel for you, as Depositor of Nuveen Tax-Exempt Unit
Trust, Series 821 (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 book entry position or certificate, if requested by the purchaser of
Units, 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 821.
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 MBIA Insurance 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, provided that, at the time
such policies are purchased, the amounts paid for such policies are reasonable,
customary and consistent with the reasonable expectation that the issuer of the
bonds, rather than the insurer, will pay debt service on the bonds. 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(c) 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) subject to a statutory de minimis rule.
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. 33-61963) 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 DAY, BERRY & HOWARD LETTER)
8/25/95
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 821
Connecticut Traditional Trust 276
Gentlemen:
You have requested that we act as special counsel with respect to
certain Connecticut tax aspects of Connecticut Traditional Trust 276 (the
"Connecticut Traditional Trust"), being created as part of the Nuveen
Tax-Exempt Unit Trust, Series 821 (the "Fund").
The Fund is created under a 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. The Fund will issue units in
several state trusts, one of which is the Connecticut Traditional Trust.
Each unit of the Connecticut Traditional Trust (a "Unit") represents a
fractional undivided interest in the principal and net income of the
Connecticut Traditional Trust. The Connecticut Traditional Trust and the
trust for any other state included in the Fund will each be administered
as a separate and distinct entity for all purposes, each having its own
separate assets, accounts, and certificates.
You have informed us that, upon the sale of Units of the Connecticut
Traditional Trust to investors (the "Unitholders"), the assets of the
Connecticut Traditional Trust will consist of certain obligations
(the "Bonds"). Each of the Bonds has been issued by or on behalf of the
State of Connecticut, a political subdivision thereof, or public
instrumentality, state or local authority, district, or similar public
entity created under the laws of the State of Connecticut or by or on
behalf of a United States territory or possession the interest on the
<PAGE>
obligations of which Federal law would prohibit Connecticut from taxing
if received directly by a Unitholder. In the opinion of bond counsel to the
issuer of each of the Bonds, the interest thereon is exempt from Federal
income taxation. Distributions to Unitholders of interest received by the
Connecticut Traditional Trust and of amounts received thereby upon the
maturity, redemption, sale, or other disposition of the Bonds will be made
semi-annually except in the case of Unitholders who have elected a shorter
distribution period.
You have informed us that, in the opinion of Messrs. Chapman and
Cutler, for Federal income tax purposes (i) the Connecticut Traditional Trust
will not be classified as an association, but will be governed by the
provisions of subchapter J of chapter 1 of the Internal Revenue Code of 1986,
relating to trusts; (ii) pursuant to subpart E of said subchapter J, each
Unitholder will be considered to be the owner of a portion of each asset of
the Connecticut Traditional Trust and to have a portion of each item of
income of the Connecticut Traditional Trust, in each case such portion being
equal to the part of the whole thereof that the number of Units of the
Connecticut Traditional Trust held by him bears to the total number of
outstanding Units of the Connecticut Traditional Trust; (iii) each such
item of income will have the same character in the hands of a Unitholder as
in the hands of the Trustee; (iv) gain or loss will be recognized by a
Unitholder upon the redemption or sale of his Units or upon the maturity,
redemption, sale, or other disposition of a Bond held by the Connecticut
Traditional Trust; and (v) such income will be excludable from a Unitholder's
Federal gross income to the extent it consists of interest excludable
therefrom for Federal income tax purposes.
Based on the foregoing, and relying explicitly on the opinion of
Messrs. Chapman and Cutler regarding Federal income tax matters, we are of
the opinion that, under existing Connecticut law:
1. The Connecticut Traditional Trust is not liable for any tax on
or measured by net income imposed by the State of Connecticut.
<PAGE>
2. Interest income from a Bond held by the Connecticut Traditional
Trust is not taxable under the Connecticut tax on the Connecticut
taxable income of individuals, trusts, and estates (the "Connecticut
Income Tax"), when such interest is received by the Connecticut
Traditional Trust or distributed by it to a Unitholder.
3. Gains and losses recognized by a Unitholder for Federal income tax
purposes upon the maturity, redemption, sale, or other disposition by the
Connecticut Traditional Trust of a Bond held by the Connecticut
Traditional Trust or upon the redemption, sale, or other disposition of a
Unit of the Connecticut Traditional Trust held by a Unitholder are taken
into account as gains or losses, respectively, for purposes of the
Connecticut Income Tax, except that, in the case of a Unitholder holding
a Unit of the Connecticut Traditional Trust as a capital asset, such gains
and losses recognized upon the maturity, redemption, sale, or exchange of
a Bond issued by or on behalf of the State of Connecticut, any political
subdivision thereof, or public instrumentality, state or local authority,
district, or similar public entity created under the laws of the State of
Connecticut (a "Connecticut Bond") held by the Connecticut Traditional
Trust are excluded from gains and losses taken into account for purposes
of such tax and no opinion is expressed as to the treatment for purposes
of such tax of gains and losses recognized, to the extent attributable to
Connecticut Bonds, upon the redemption, sale, or other disposition by a
Unitholder of a Unit of the Connecticut Traditional Trust held by him.
4. The portion of any interest income or capital gain of the Connecticut
Traditional Trust that is allocable to a Unitholder that is subject to
the Connecticut corporation business tax is includable in the gross
income of such Unitholder for purposes of such tax.
<PAGE>
5. An interest in a Unit of the Connecticut Traditional Trust that is owned
by or attributable to a Connecticut resident at the time of his death is
includable in his gross estate for purposes of the Connecticut succession
tax and the Connecticut estate tax.
We hereby consent, without admitting that we are in the category of
persons whose consent is required, to the filing of this opinion as an exhibit
to the Registration Statement relating to the Units and to the reference to
our firm as special Connecticut tax counsel in such Registration Statement
and the Prospectus contained therein.
We understand that you may deliver a copy of this opinion to the
Trustee and hereby consent to the Trustee's relying on this opinion as though
it were addressed to the Trustee.
Very truly yours,
DAY, BERRY & HOWARD
<PAGE>
EXHIBIT 3.3
(ON CHRISTIAN, BARTON, EPPS, BRENT & CHAPPELL LETTERHEAD)
8/25/95
John Nuveen & Co. Incorporated
333 W. Wacker Drive
Chicago, Illinois 60606
Attn: James J. Wesolowski, Esquire
General Counsel
United States Trust Company of New York,
as Trustee of Nuveen Tax-Exempt Unit Trust
Series 821,
Virginia Traditional Trust 303
770 Broadway
New York, New York 10003
Gentlemen:
We have acted as special Virginia counsel to Nuveen Tax-Exempt Unit Trust,
Series 821 (the "Fund") concerning a Registration Statement (No. 33-61963)
under the Securities Act of 1933, as amended (the "Registration Statement"),
covering the issuance by the Fund of units of fractional undivided
interest pursuant to a Trust Indenture and Agreement dated as of the date
hereof between John Nuveen & Co. Incorporated and United States Trust Company
of New York. The Fund will issue units in several State Trusts, one of which
is the Virginia Traditional Trust (the "Virginia Trust" or "Trust", the
units of which are referred to as "the Units"). The Units will be purchased
by various investors (the "Unitholders"). Each Trust will be administered as
a distinct entity with separate certificates, investments, expenses, books
and records.
The assets of the Virginia Trust will consist of interest-bearing
obligations issued by or on behalf of the Commonwealth of Virginia, its
counties, municipalities, authorities or political subdivisions, and, provided
the interest thereon is exempt from Virginia income taxes by the laws or
treaties of the United States, by or on behalf of United States territories
or possessions, including Puerto Rico, Guam, the Virgin Islands and the
Northern Mariana Islands, and their political subdivisions and authorities
(the "Bonds").
You have requested our opinion as to the application of Virginia state and
local taxes to the Trust and the Unitholders. In rendering our
opinion, we have assumed that the interest on all Bonds in the Trust will be
exempt from Federal income tax. Furthermore, in rendering our opinion, we
have relied on the opinion of Messrs. Chapman and Cutler, of even date
herewith, that:
(1) the Trusts are not associations taxable as corporations for Federal
income tax purposes and 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 distributed to a Unitholder;
(2) each Unitholder of a Trust is considered to be the owner of a
pro rata portion of such Trust under Subpart E, sub-chapter J of Chapter 1 of
the Internal Revenue Code of 1986 and will have a taxable event when the Trust
disposes of a Bond or when the Unitholder redeems or sells Units . . . .
If the Trustee disposes of Bonds (whether by sale, payment on 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.
Based upon the foregoing, we are of the following opinion:
The Trust will be treated as a trust for Virginia income tax purposes and
not as an association taxable as a corporation. As a result, income of the
Trust will be treated as the income of the Unitholders.
<PAGE>
The calculation of Virginia taxable income begins with federal adjusted
gross income in the case of an individual or federal taxable income in the
case of a corporation, estate or trust. Certain modifications are specified,
but no such modification would require the addition of interest on the Bonds.
Accordingly, amounts representing tax-exempt interest for federal income tax
purposes received or accrued by the Trust with respect to the Bonds, will not
be taxed to the Trust or to the Unitholders for Virginia income tax
purposes. To the extent that interest on obligations of the Commonwealth or
any political subdivision or instrumentality thereof is included in federal
adjusted gross income, Virginia law provides that the income shall be
subtracted in arriving at Virginia taxable income. In addition, Virginia
income tax exemption is independently provided for interest on certain
obligations, including those issued by industrial development authorities
created pursuant to the Virginia Industrial Development and Revenue Bond Act,
by the Virginia Housing Development Authority, by the Virginia Resources
Authority and by the Virginia Education Loan Authority. Where such an
independent exemption is provided, interest on such obligations is exempt
from Virginia income taxation without regard to any exemption from federal
income taxes.
As a general rule, to the extent that gain (whether as a result of the
sale of Bonds by the Trust or as a result of the sale of a Unit by the
Unitholder) is subject to federal income taxation, such gain will be
included in the Unitholder's Virginia taxable income. Under the
language of certain enabling legislation, however, such as the Virginia
Industrial Development and Revenue Bond Act, the Virginia Resources Authority
Act and the Virginia Housing Development Authority Act, profit made on the
sale of obligations issued by authorities created thereunder is expressly
exempt from Virginia income taxation. Such enabling legislation does not
appear to require a disallowance in the calculation of Virginia taxes of any
loss that may be deductible for federal income tax purposes with respect to
such obligations, although the Virginia Department of Taxation has taken a
contrary view.
No income tax is imposed by any political subdivision of the Commonwealth
of Virginia. The Commonwealth of Virginia does not impose a gift tax. The
Virginia estate tax is equal to the maximum state death tax credit allowable
against the federal estate tax payable by the estate.
We have not examined any of the Bonds, nor have we made any review of the
proceedings relating to the issuance of the Bonds or the basis for any
opinions with respect to their validity or the tax-exempt status thereof for
federal income tax purposes. We have made no independent investigation as
to, or passed on, the operation of the Trust or the sale of the Units in
Virginia or in any other state. No opinion was requested, nor is any opinion
expressed, with respect to any tax consequences to the sponsor of the Trust,
any underwriters, or any broker-dealers.
We should point out that to the extent the Trust consists of property of
persons domiciled in Virginia, the Trust will in our opinion be considered a
"resident trust" for Virginia income tax purposes. While we do not believe
that the mere ownership by the Trust of the Bonds constitutes sufficient
nexus to subject the Trust to the tax jurisdiction of Virginia, we express no
opinion as to whether any activities with respect to the sale of Units in
Virginia may establish such a nexus. If a sufficient nexus exists, then if
the Trust is required to file a federal fiduciary income tax return it will
also be required to file a Virginia fiduciary income tax return. Any such
return would be for information purposes only, since each transaction of the
Trust should be treated as a transaction of the several Unitholders,
and not as a transaction of the Trust that could give rise to Virginia
taxable income of the Trust.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name and the reference to our firm in the
Registration Statement and the prospectus included therein.
Very truly yours,
CHRISTIAN, BARTON, EPPS, BRENT & CHAPPELL
<PAGE>
EXHIBIT 3.3
(ON EDWARDS & ANGELL LETTERHEAD)
8/25/95
Nuveen Tax-Exempt Unit Trust,
Series 821
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 821
770 Broadway
New York, NY 10003
Re:
Massachusetts Insured Trust 129
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 821 (the "Fund") concerning a Registration
Statement (No. 33-61963) 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 4.3
(ON CARTER LEDYARD & MILBURN LETTERHEAD)
8/25/95
Nuveen Tax-Exempt Unit Trust, Series 821
c/o John Nuveen & Co. Incorporated,
as Depositor of Nuveen Tax-Exempt Unit
Trust, Series 821
333 W. Wacker Drive
Chicago, Illinois 60606
RE: Nuveen Tax-Exempt Unit Trust, Series 821
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 821 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
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Connecticut Traditional Trust 276 which is incorporated in the Prospectus dated
August 25, 1995 and is qualified in its entirety by reference to such
prospectus.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> July-30-1996
<PERIOD-END> July-30-1996
<INVESTMENTS-AT-COST> 3,273,945
<INVESTMENTS-AT-VALUE> 3,293,262
<RECEIVABLES> 44,026
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,342,488
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44,026
<TOTAL-LIABILITIES> 44,026
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 35,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,293,262
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 94.09
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Virginia
Traditional Trust 303 which is incorporated in the Prospectus dated August 25,
1995 and is qualified in its entirety by reference to such prospectus.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> July-30-1996
<PERIOD-END> July-30-1996
<INVESTMENTS-AT-COST> 3,229,591
<INVESTMENTS-AT-VALUE> 3,242,858
<RECEIVABLES> 57,311
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,305,269
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 57,311
<TOTAL-LIABILITIES> 57,311
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 35,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,242,858
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 92.65
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Massachusetts Insured Trust 129 which is incorporated in the Prospectus dated
August 25, 1995 and is qualified in its entirety by reference to such
prospectus.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> July-30-1996
<PERIOD-END> July-30-1996
<INVESTMENTS-AT-COST> 3,281,175
<INVESTMENTS-AT-VALUE> 3,298,593
<RECEIVABLES> 37,115
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,340,808
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,115
<TOTAL-LIABILITIES> 37,115
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 35,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
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<PAGE>
MEMORANDUM
Nuveen Tax-Exempt Unit Trust, Series 821
File No. 33-61963
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 8/25/95,
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 - 5. Essential information for each of the Trusts, including
applicable footnotes, has been completed for this Series.
PAGES 5 - 6. 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 8 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 amount of the Trustee's Fee
THE INDENTURE
The Schedules to the Indenture have been completed.
CHAPMAN AND CUTLER
Chicago, Illinois
8/25/95
