Dated: June 11, 1985
BEAR, XXXXXXX & CO.
00 Xxxxx Xxxxxx
Xxx Xxxx, xxx Xxxx 00000
AGREEMENT AMONG UNDERWRITERS
Participation 100 Units
Gentlemen:
We hereby agree with you and the other Underwriters listed in Schedule
A hereto, severally (the "Underwriters") with respect to the underwriting of
_______ Units, subject to adjustment as provided in Section 13, (the "Units")
of fractional undivided interest in the above unit investment trust (the
"Trust") to be created by a Trust Agreement substantially in the form delivered
to us (the "Trust Agreement") under which you will act as Depositor, United
States Trust Company of New York will act as Trustee and Standard & Poor's
Corporation will act as Evaluator. The Units shall be represented by the
certificates of ownership (the "Certificates") to be received in exchange for
the debt obligations ("Debt Obligations") to be acquired hereunder upon the
deposit of such Debt Obligations in the Trust.
We authorize you, acting as Managing Underwriter and in our behalf, to
take all such action as you in your discretion may deem necessary or advisable
in order to carry out the provisions of this Agreement and of the Trust
Agreement and the sale and distribution of the Units. We agree to execute such
powers of attorney evidencing the powers granted to you under this Agreement
upon your request in such form and at such times as you deem appropriate and
advisable.
C/M: 11939.0001 407242.1
We hereby agree to sell Trust Units only in those states where the
Units have been qualified for sale as indicated in the Blue Sky memorandum
provided to us by you. We further agree to provide you with such additional
information that you may request in connection with the registration of Trust
Units in any state.
1. REGISTRATION OF TRUST AND UNITS. We understand that (i) a
registration statement will be filed with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940 (the
"1940 Act") for the purpose of registering the Trust under the 1940 Act; (ii) a
registration statement will be filed with the Commission under the Securities
Act of 1933, as amended (the "1933 Act"), to register the Units under the 1933
Act (The 1933 Act Registration Statement as amended at the time it becomes
effective is hereafter referred to as the "Registration Statement" and the
related Prospectus contained therein is hereafter referred to as the
"Prospectus". The date as of which such Registration Statement is declared
effective by the Commission is hereafter referred to as the "Effective Date");
and (iii) the Trust will take all necessary action under the Blue Sky or
securities laws of the states where it is proposed that the Units may be
offered and sold to qualify the Units for public offer and sale as indicated in
the preliminary Blue Sky memorandum that has been provided to us. We understand
that neither you nor any of the other Underwriters make any representations or
warranties or assume any responsibility with respect to the foregoing except
pursuant to the indemnity set forth in Section 10 hereof and except to the
extent required by express provisions of the 1933 Act, the 1940 Act or other
applicable law.
We hereby authorize you to take all such action on our behalf related
to the above as you or your counsel shall deem necessary and advisable and to
file and approve on our behalf any and all amendments or supplements to said
registration statements and related filings as you or your counsel deem
necessary and advisable. We confirm that we agree to furnish you upon your
request with such information as will be required to insure that such
registration statements. the Prospectus and all other related documents are
correct in so far as they relate to us,
2. ACCUMULATION ACCOUNT. We authorize you as our agent and attorney in
fact and as Depositor to purchase and accumulate Debt Obligations for deposit
in the Trust. Debt Obligations so purchased shall be deposited in an
"Accumulation Account" and shall hereafter be referred to as the "Underlying
Debt Obligations". The Underlying Debt Obligations shall consist of obligations
of the type and quality described in the Prospectus. We agree that you shall
have no liability with respect to the issue, form, validity, legality,
enforceability, value of, tax status or title to the Underlying Debt
Obligations. We authorize you to execute on our behalf an appropriate
"investment letter" with respect to any Underlying Debt Obligations purchased
on a private placement basis.
You are authorized to sell. exchange or otherwise dispose of
Underlying Debt Obligations from the Accumulation Account, including those
Underlying Debt Obligations purchased for the Account but not deposited in the
Trust, for such consideration as you shall deem appropriate and in the best
interests of the Accumulation Account. All profits and losses from such
transactions shall be included in the final computation of profit and losses of
the Accumulation Account. All profits and losses from the purchase,
accumulation and deposit of the Underlying Debt Obligations in the Trust.
adjusted to reflect expenses and carrying charges, shall be recorded in the
Accumulation Account and shall be shared among the Underwriters in accord with
their respective elections set forth on the signature page hereof. As
Depositor. you shall be entitled to all remaining profit and correspondingly,
shall be obligated for all losses of the Accumulation Account not expressly
allocated among the Underwriters in accord with such elections.
C/M: 11939.0001 407242.1
-2-
The principal amount of the Underlying Debt Obligations to be
purchased shall not exceed $1,000 per Unit and their average cost to the
Accumulation Account shall not exceed $1,025 per Unit.
We authorize you to purchase Underlying Debt Obligations for the
Accumulation Account from any seller, including you and any of the
Underwriters. Such purchases may be at the current market price then in effect
(as reasonably determined by you); provided, however, if any Underwriter is a
member of a syndicate underwriting an original issue and is prohibited by price
restrictions of the syndicate from reselling Debt Obligations at less than a
certain price, then the purchase price of such Underlying Debt Obligations to
the Accumulation Account shall be the lowest price permitted by such
restrictions.
We shall furnish to you in writing any information regarding
Underlying Debt Obligations sold by us to the Accumulation Account which you
deem necessary for inclusion in the Prospectus, including the date on which
such Debt Obligations were acquired by us, the price of acquisition, and, if
the sale is made by us as a member of another underwriting syndicate, our
takedown retained as a member of such syndicate. If Underlying Debt Obligations
purchased from us were initially acquired by us from the manager of a syndicate
of which we are or were a member or manager, we agree that there shall be
furnished to you in writing such estimates as to our participation in the
profit to the syndicate resulting from such sale as may be practicable under
the circumstances.
If at any time prior to the deposit of Underlying Debt Obligations in
the Trust you shall determine that it is impracticable or inadvisable to
complete the acquisition of Underlying Debt Obligations because of unfavorable
market conditions or for other reasons adversely affecting such acquisition or
the offering of Units hereunder, we authorize you to sell for the Accumulation
Account the Underlying Debt Obligations acquired prior to such determination in
such manner, at such times and at such prices as you shall deem advisable. As
soon as practicable after all of the Underlying Debt Obligations have been sold
pursuant to this paragraph, this Agreement shall be terminated and our account
hereunder settled in the manner stated in Section 12.
3. FINANCING OF ACCUMULATION ACCOUNT. From time to time during the
term of this Agreement, we agree to transmit to you upon your request a
certified or official bank check to your order in an amount not in excess of
10% of our respective Underwriting Percentage shares in the Accumulation
Account to serve as margin in carrying the Underlying Debt Obligations and the
Units received upon deposit of the Underlying Debt Obligations in the Trust and
for the other purposes of this Agreement.
We authorize you to advance your own funds or to arrange loans
(including repurchase agreements) for the Accumulation Account for the purposes
of carrying the Underlying Debt Obligations and the Units and of carrying out
the other purposes of this Agreement and in connection therewith to hold or
pledge as security all or any of the Underlying Debt Obligations and the Units.
You may deliver any note or other instrument in connection with such
transactions as you may deem necessary or advisable. Any lender or purchaser is
hereby authorized to accept your instructions with respect thereto.
4. TRUST DEPOSIT AND CERTIFICATES. We authorize you, acting as our
agent and in our behalf, to deposit the Underlying Debt Obligations in the
Trust at such time after the acquisition of the Underlying Debt Obligations as
you deem appropriate and to receive in exchange therefor for our account
Certificates representing our Unit Commitment in the Trust. We authorize you to
retain custody of the Certificates until delivered to us or sold for our
account in accordance with this Agreement.
C/M: 11939.0001 407242.1
-3-
You may deliver to us from time to time against payment, for carrying
purposes only, any Certificates representing Units which you are holding for
sale for our account but which have not been sold and paid for. We will
redeliver to you against payment any such Certificates so delivered to us for
carrying purposes at such times as you may demand.
5. PUBLIC OFFERING OF TRUST UNITS. A public offering of the Units is
to be made as soon after the Effective Date as in your judgment is advisable.
You shall notify us promptly be telephone and confirm by mail or telegram when
the public offering is to commence (the "Public Offering Date"). The public
offering is to be made by means of the prospectus and at the public offering
price, terms and conditions set forth in the Prospectus. We authorize you to
change the terms and conditions of the public offering as you deem advisable.
You are authorized to make public advertisements of the offering on such dates
and in such form as you shall determine.
We also confirm that we will take reasonable steps to provide the
preliminary prospectus prior to the Effective Date and the Prospectus
thereafter to any person making written request to us. We understand that our
requests for sufficient copies of such prospectuses will be processed by your
printer.
6. PURCHASE OF UNITS BY THE UNDERWRITERS. The sales charge
contemplated in this transaction is an amount per Unit as described in the
Prospectus. The amount set forth in Schedule B hereto will constitute the per
Unit sales takedown ("Underwriters' Takedown"). The sales charge less the
Underwriters' Takedown will accrue to you as Managing Underwriter.
Upon notification from you that the public offering is to commence, we
hereby agree with you and the several other Underwriters to purchase
Certificates representing our Unit Commitment on the Public Offering Date. The
price to be paid for each such Unit shall be the public offering price on such
Date plus the per Unit accrual of interest to the settlement date (estimated at
five business days thereafter) less the Underwriters' Takedown. Such payment is
to be made by delivering to you within five business days of the Public
Offering date, a certified or bank cashier's check in New York City Clearing
House funds payable to the order of Bear, Steams & Co. At the Public Offering
Date, we will become the owner of such Units and be entitled to the benefits
and subject to the risks inherent therein.
We will offer to the public in conformity with the terms of the
offering and at the then effective public offering price described in the
Prospectus any of our Units not reserved by you for sale to retail accounts or
to dealers or sold by us directly to dealers as herein authorized. When
requested by us from time to time, you shall furnish to us the then effective
public offering price.
We may sell to dealers part or all of the Units delivered to us for
direct sale at the then effective public offering price, plus accrued interest,
less he dealer' concession set forth in the Prospectus, subject to your right
to change such concession from time to time. Any Units purchased by us after
the Public Offering Date as a result of an increase in our Unit Commitment
pursuant to Section 11 or which are delivered to us for direct sale pursuant to
Section 7 will be purchased by us at the then effective public offering price
plus accrued interest, less the Underwriters' Takedown.
7. DIRECT SALES AUTHORIZATION. We authorize you to sell for our
account to retail accounts or to dealers (including one or more of the
Underwriters) such of our Units as you shall determine. Sales of Units to
retail accounts or to dealers shall be made for the account of any Underwriter
in such manner as you may deem appropriate. Our liability to take and pay for
Units under this Agreement shall be reduced to reflect any such sales of Units
for our account. You shall advise us
C/M: 11939.0001 407242.1
-4-
promptly on the Public Offering Date as to our Units reserved by you for sale
to retail accounts or to dealers pursuant to this paragraph. You may advise us
at any time thereafter that any Units so reserved for sale for our account and
not sold are no longer so reserved and we shall then be responsible to take and
pay for such Units as if they had not been reserved.
You shall deliver to us for direct sale any Units held by you for our
account and not reserved for sale to retail accounts or to dealers, and, with
your consent, any Units held for our account which are so reserved from time to
time in accordance with our instructions, and, upon payment to you by us of the
then effective public offering price of such Units, plus accrued interest,
adjusted for the Underwriters' Takedown.
We authorize you to sell for our account to other Underwriters such of
our Units held by you for our account as you shall determine which are not
reserved by you for sale to retail accounts or to dealers or, in accord with
the preceding paragraph, delivered to us for direct sale provided that (i) such
sales shall be made only to Underwriters to whom you shall have delivered all
of their Units not reserved for sale to retail accounts or to dealers and (ii)
such sales shall be made for the account of each Underwriter for whose account
you hold unreserved Units in such manner as you may deem appropriate.
You may, and any of the other Underwriters may with your consent, make
purchases and sales of Units from or to any other Underwriter at the then
effective public offering price, plus accrued interest, adjusted for the
Underwriters' Takedown.
You shall advise us as soon as practicable of any sales made by you
for our account pursuant to this Section 7.
From time to time prior to the termination of this Agreement. on your
request, we will advise you of Units remaining unsold which were delivered to
us, and, on your request, we shall deliver to you any such Units remaining
unsold for sale for our account to retail accounts or, adjusted for the
Underwriters' Takedown, to other Underwriters or dealers, all in the manner and
subject to the limitations stated above.
We understand that any Units sold for our account to retail accounts
will be subject to a discount per Unit on purchases of 100 Units or more, as
described in the Prospectus.
8. UNIT REPURCHASES. We understand and agree that you may, but are not
obligated, to repurchase any Units which are tendered or offered to you by the
holders thereof. If, during the term of this Agreement, you purchase or
contract to purchase for the account of any Underwriter in the open market or
otherwise Certificates for any Units which were retained by, or released to, us
for direct sale, or any Certificates which may have been issued in exchange
therefor or if any such Units shall be tendered to the Trustee for redemption,
and which Units were therefore not effectively placed for investment by us, we
authorize you either to charge our account with an amount equal to the
concession to dealers with respect thereto, or to require us to repurchase such
Units at a price equal to the total cost of such purchase, including accrued
interest and commissions, if any, and transfer taxes on the redelivery.
We agree that, until the termination of this Agreement, we will make
no purchase of the Units other than (i) purchases provided for in this
Agreement, (ii) purchases approved by you and (iii) purchases as a broker in
executing unsolicited orders.
C/M: 11939.0001 407242.1
-5-
9. LEGAL OPINION AND ACCOUNTANTS' LETTER. After notification of the
Effective Date has been released by the Securities and Exchange Commission,
there shall be furnished to us copies of all legal opinions and accountants'
reports which are delivered to you as Depositor, the Trustee and the Trust.
10. INDEMNIFICATION. We agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Securities Act of 1933 from and against any and
all losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus as amended and supplemented or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon or in conformity with
information furnished to you by us for use in the preparation of the
Registration Statement or the Prospectus or any amendment or supplement
thereto. This indemnity agreement will be in addition to any liability which we
may otherwise have.
In case any action shall be brought against any Underwriter or any
person controlling such Underwriter based upon the Registration Statement or
the Prospectus or any amendment or supplement thereto in respect of which
indemnity may be sought against us, if such Underwriter shall promptly notify
us in writing, we shall assume the defense thereof, including the employment of
counsel and the payment of all expenses. Any Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Underwriter or such controlling
person unless the employment of such counsel has been specifically authorized
by us. We shall not be liable for any settlement of any such action effected
without our consent but if settled with our consent or if there be a final
judgment for the plaintiff in any such action, we agree to indemnify and hold
harmless any Underwriter and any such controlling person from and against any
loss or liability by reason of such settlement or judgment.
The indemnity agreement contained in this Section 10 shall remain
operative and in full force and effect regardless of (i) the termination of
this Agreement and (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter.
11. SUBSTITUTION. Until the termination of this Agreement, we
authorize you to arrange for the substitution hereunder of other persons, who
may include you and us, for all or any part of the commitment of any
non-defaulting Underwriter with the consent of such Underwriter, and of any
defaulting Underwriter without his consent, upon such terms and conditions as
you may deem advisable, provided that such substitution shall not in any way
affect the liability of any defaulting Underwriter to the other Underwriters
for damages from such default, nor relieve any other Underwriter of any
obligation under this Agreement. The expenses chargeable to the account of any
defaulting Underwriter and not paid for by it or by the person substituted for
such Underwriter and any additional losses or expenses arising from such
default shall be considered to be expenses of the underwriting account and
shall be charged against the accounts of the non-defaulting Underwriters in
proportion to their respective Underwriting Percentages.
In the event that you shall for any reason cease to act as Depositor
of the Trust prior to the termination of the Trust Agreement, we hereby
authorize the Trustee to select a substitute Depositor as provided in the Trust
Agreement.
C/M: 11939.0001 407242.1
-6-
12. TERMINATION. This Agreement shall terminate 30 days after the
Public Offering Date unless sooner terminated by you, provided that you may
extend this Agreement for not more than four successive periods of 30 days each
upon notice to us and each of the other Underwriters.
Upon termination of this Agreement, or prior thereto, at your
discretion, (i) you shall deliver to us Certificates for any Units received by
you for our account and not theretofore delivered to us and Certificates for
any Units held by you for our account and (ii) after (a) crediting to our
account advances made by us to you pursuant to Section 3 and payments made to
you on account of Units sold by you for our account or delivered by you to us,
(b) charging or crediting to our account our share of any profit or loss in the
Accumulation Account and (c) making such other credits or charges to our
account as are authorized by the provisions of this Agreement, our account
hereunder shall be settled and any amount due and owing thereunder shall be
paid by you or by us, as the case may be. The determination by you as Depositor
and Managing Underwriter of the amount to be paid to or by us in settlement of
our account shall be final and conclusive.
Notwithstanding any settlement on the termination of this Agreement,
we agree to pay our Underwriting Percentage share of any amount payable on
account of any claim, demand or liability which may be asserted against the
Underwriters, or any of them, based on the claim that the Underwriters
constitute an association, unincorporated business or other separate entity and
our Underwriting Percentage of any expenses incurred by you in defending
against any such claim, demand or liability. We also agree to pay any stamp
taxes which may be assessed and paid after such settlement on account of any
Units received or sold hereunder for our account.
Notwithstanding any termination of this Agreement, no sale of the
Units shall be made by us at any time except in conformity with the provisions
of Section 22(d) of the 1940 Act.
We agree that if, within ninety days from the time the Registration
Statement shall have become effective, either (i) the net worth of the Trust
shall be reduced to less than $100,000 or (ii) the Trust shall have been
terminated, then we will refund, on demand and without deduction, all sales
charges to purchasers of Units from us or any dealer participating in the
distribution of our Units.
13. UNDERWRITING COMMITMENT. We hereby commit on the terms and
conditions of this Agreement to purchase and pay for the number of Units set
forth opposite our name in Schedule A ("Unit Commitment"). Except for the right
to decrease our Unit Commitment granted to you above, and except as provided in
Section 11, our Unit Commitment may be increased or decreased only by mutual
written agreement between us and you at any time prior to the date the
Underlying Debt Obligations are deposited in the Trust.
Our percentage interest ("Underwriting Percentage") and the percentage
interest of each Underwriter in the total Units to be offered shall be as
expressed by the following ratio:
Unit commitment = Underwriting Percentage
Total Units
The final determination of the respective Underwriting Percentages of
all Underwriters shall be made by you as of the date the Underlying Debt
Obligations are deposited in the Trust.
You are authorized to increase or decrease the number of Units (and,
correspondingly, the amount of Underlying Debt Obligations) to be offered by a
maximum of 50% if you shall deem it advisable and practicable to do so. In the
event you shall elect to decrease the number of Units hereunder, you shall
C/M: 11939.0001 407242.1
-7-
have the right but not the obligation to decrease our Unit Commitment
proportionately by notifying us of such election by telephone and promptly
confirm by telegraph or writing.
You are authorized to amend Schedule A to add additional Underwriters
as you deem advisable in which case such Underwriters shall be deemed to have
been parties to this Agreement as of the date of its confirmation by you. Any
deletion of Underwriters from Schedule A by you to reflect their withdrawal
from this underwriting participation shall be subject to reservation of all our
rights with respect to them conferred in us by this Agreement.
14. MISCELLANEOUS. Default by any one or more of the other
Underwriters in respect of their several obligations under this Agreement shall
not release us from any of our obligations hereunder.
Nothing herein contained constitutes us partners with you or with the
other Underwriters and the obligations of ourselves and of each of the other
Underwriters are several and not joint.
Nothing herein contained shall be deemed to protect or purport to
protect any person against any liability to the Trust or the Certificateholders
to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the duties of
such person, or by reason of such person's reckless disregard of such person's
obligations and duties under this Agreement.
Notices hereunder shall be deemed to have been duly given if
telephoned and then promptly mailed or telegraphed to us at our address set
forth in the Underwriters' Questionnaire which we have furnished to you, or to
you at your address set forth at the head of this Agreement.
The headings contained in this Agreement are for reference purposes
only and shall not affect its meaning or interpretation.
15. UNDERWRITING PARTICIPANTS. This Agreement is being executed by us
and delivered to you in duplicate. Upon your confirmation hereof and of
Agreements in identical form with each of the other Underwriters, this
Agreement shall constitute a valid and binding contract between us.
If you elect Option A with respect to your participation in the
Accumulation Account, you must return a signed copy of this Agreement, noting
your election, to the undersigned, not later than the date set forth on page 1
of this Agreement.
C/M: 11939.0001 407242.1
-8-
We hereby elect to participate in the Accumulation Account, as
follows:
A. __________ We shall share in the aggregate
initial profit or loss, as the case may be,
of the Accumulation Account to the
extent of our Underwriting Percent-
age of such aggregate profit or loss.
B. __________ We shall share in only the aggre-
initial gate profit of the Accumulation
Account to the extent of 50% of our
Underwriting Percentage of such profit and
shall not be liable for any loss in such
account.
Very truly yours,
C/M: 11939.0001 407242.1
-9-
Confirmed as of the date set forth
on page 1 of this Agreement.
BEAR, XXXXXXX & CO.
Depositor and Managing Underwriter
Acting severally on its own behalf
and on behalf of the other several
Underwriters named in Schedule A hereto.
Schedule A
Underwriting Participation
Name and Address Unit Commitment Underwriting Percentage
Bear, Steams & Co. [Pending delivery of the definitive Schedule A, Bear, Xxxxxxx & Co.'s
00 Xxxxx Xxxxxx Xxxx Xxxxxxxxxx (and Underwriting Percentage shall be the number of
Units which have not been committed for by other Under-
New York, N.Y. 10041 writers we have become parties to this Agreement.]
Schedule B
Underwriters' Takedown*
Municipal Trusts: $38.00 per unit
Municipal Discount Trusts: $22.50 per unit
-----------------
* Subject to change upon written notice to each Underwriter by the
Depositor.
C/M: 11939.0001 407242.1
-10-
Dated As Of December 31, 1986
Bear, Xxxxxxx & Co. Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MASTER AGREEMENT AMONG UNDERWRITERS
Bear, Xxxxxxx & Co. Inc. Unit investment Trusts
Gentlemen:
We understand that you, Bear, Xxxxxxx & Co. Inc. ("Bear
Xxxxxxx") are entering into this agreement (the "Agreement") in counterparts
with us and other firms who may be underwriters for issues of any Bear Xxxxxxx
Unit Investment Trust for which you will act as depositor (the "Depositor").
This Agreement shall apply to any offering on or after December 31, 1986 of
units of fractional undivided interests (the "Units") in any Bear Xxxxxxx Unit
Investment Trust, in which we elect to act as an underwriter (the underwriters
with respect to each such trust, including you, being hereinafter called the
"Underwriters") after receipt of an oral or written notice ("Notice") from you
stating the name, size and proposed date of offering of such trust and that our
participation as an underwriter in the proposed offering shall be subject to
the provisions of this Agreement. We understand that you are not obligated to
give Notice to us and invite us to participate in the underwriting of any such
trust. We understand that each trust is to be created by a Trust Agreement
substantially in the form delivered to us (the "Trust Agreement") under which
you will act as Depositor, United States Trust Company of New York will act as
Trustee and Standard & Poor's Corporation will act as Evaluator. The Units
shall be represented by the certificates of ownership (the "Certificates") to
be received in exchange for the underlying debt obligations ("Debt
Obligations") to be acquired hereunder upon the deposit of such Debt
Obligations in the trust. Each trust which we agree to underwrite subject to
this Agreement is hereinafter referred to as the "Trust".
We hereby appoint you Managing Underwriter and authorize you in
our behalf, to take all such action as you in your discretion may deem
necessary or advisable in order to carry out the provisions of this Agreement
and of the Trust Agreement and the sale and distribution of the Units. We agree
to execute such powers of attorney evidencing the powers granted to you under
this Agreement upon your request in such form and at such times as you deem
appropriate and advisable.
We hereby agree to sell Units only in those states where the
Units have been qualified for sale as indicated in the Blue Sky memorandum
provided to us by you. We further agree to provide you with such additional
information that you may request in connection with the registration of Units
in any state.
It is understood that you assume no responsibility with respect
to the right of any Underwriter or other person to offer or to sell Units in
any jurisdiction, notwithstanding any information which you may furnish as to
the jurisdictions under the securities laws of which it is believed, based upon
a Blue Sky survey performed by your counsel, the Units may be sold.
If any Underwriter proposes to offer Units outside the United
States, or in a state in which the offering has not been registered, its
territories or its possessions, such Underwriter will take, at its own
C/M 11939.0001 407239.1
expense, such action, if any, as may be necessary to comply with the laws of
each jurisdiction, domestic or foreign, in which it proposes to offer Units.
1. Registration Of Trust And Units. We understand that (i) a
registration statement will be filed with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940 (the
"1940 Act") for the purpose of registering the Trust under the 1940 Act; (ii) a
registration statement will be filed with the Commission under the Securities
Act of 1933, as amended (the "1933 Act"), to register the Units under the 1933
Act (The 1933 Act Registration Statement as amended at the time it becomes
effective is hereafter referred to as the "Registration Statement" and the
related Prospectus contained therein is hereafter referred to as the
"Prospectus." The date as of which such Registration Statement becomes
effective pursuant to the 1933 Act by Commission order is hereafter referred to
as the "Effective Date"); and (iii) the Trust will take all necessary action
under the Blue Sky or securities laws of the states where it is proposed that
the Units may be offered and sold to qualify the Units for public offer and
sale as indicated in the preliminary Blue Sky memorandum that is provided to
us. We understand that neither you nor any of the other Underwriters make any
representations or warranties or assume any responsibility with respect to the
foregoing except pursuant to the indemnity set forth in Section 11 hereof and
except to the extent required by express provisions of the 1933 Act, the 1940
Act or other applicable law.
We hereby authorize you to take all such action on our behalf
related to the above as you or your counsel shall deem necessary and advisable
and to file and approve on our behalf any and all amendments or supplements to
said registration statements and related filings as you or your counsel deem
necessary and advisable. We confirm that we agree to furnish you upon your
request with such information as will be required to insure that such
registration statements, the Prospectus and all other related documents are
correct in so far as they relate to us.
2. Unit Commitment. We authorize you, acting as our agent and on
our behalf, to receive in exchange for the Underlying Debt Obligations, the
Units representing a fractional undivided interest in the Trust up to the
number of Units which we have advised you by telegraph, telegram or other form
of facsimile transmission substantially in the form of Schedule B hereto that
we agree to purchase (the "Acceptance"). We understand that the Acceptance must
be received by you by the close of business on the day preceding the Date of
Deposit (as defined in the Indenture). We further agree that the Underwriters
to be subject to this Agreement for the Trust shall be those who have given
Acceptances and are named in the Prospectus. We herewith authorize you to cause
the Registration Statement as first filed with the Securities and Exchange
Commission in accordance with Paragraph 1 hereof (the "Registration Statement")
to be amended to include in the Prospectus the amount of Units of the Trust
which we have agreed to underwrite (our "Unit Commitment"). We agree that
notwithstanding our failure to send the Acceptance to you in the manner set
forth in this paragraph, our acceptance of delivery of the Units subsequent to
the Date of Deposit shall be deemed to be an Acceptance in accordance with the
provisions hereof.
The number of Units of each Trust to be underwritten hereunder
is unlimited and it is understood that you may increase the number of Units
specified in the Registration Statement, or you may decrease the number of
Units, if you shall deem it advisable and practicable to do so. You may permit
any Underwriter to increase its Unit Commitment (by written agreement) or
additional underwriters to become parties to this Agreement (the addition of
new parties hereto to be evidenced in each case by an agreement substantially
in the form of this Agreement to be entered into between you and
-2-
C/M 11939.0001 407239.1
any such new party). You may decrease our Unit Commitment by any amount,
including to zero, by notifying us by telephone, such notice to be confirmed in
writing. Apart from the authorized decrease provided for in this Paragraph, the
number of Units to be underwritten by each of us shall not be changed from the
amount set forth in our Acceptance without our written consent.
3. Accumulation Account. We authorize you as our agent and
attorney in fact and as Depositor to purchase and accumulate Debt Obligations
for deposit in the Trust. Debt Obligations so purchased shall be deposited in
an "Accumulation Account" and shall hereafter be referred to as the "Underlying
Debt Obligations." The Underlying Debt Obligations shall consist of obligations
of the type and quality described in the Prospectus. We agree that you shall
have no liability with respect to the issue, form, validity, legality,
enforceability, value of, tax status or title to the Underlying Debt
Obligations. We authorize you to execute on our behalf an appropriate
"investment letter" with respect to any Underlying Debt Obligations purchased
on a private placement basis.
You are authorized to sell, exchange or otherwise dispose of
Underlying Debt Obligations from the Accumulation Account, including those
Underlying Debt Obligations purchased for the Accumulation Account but not
deposited in the Trust, for such consideration as you shall deem appropriate
and in the best interests of the Accumulation Account. All profits and losses
from such transactions shall be included in the final computation of profit and
losses of the Accumulation Account. All profits and losses from the purchase,
accumulation and deposit of the Underlying Debt Obligations in the Trust,
adjusted to reflect expenses and carrying charges, shall be recorded in the
Accumulation Account and shall be shared among the Underwriters in accord with
their respective elections set forth in Schedule B. In addition, you are
authorized to deduct from the Accumulation Account the costs of any advertising
that you purchase on behalf of you and all the Underwriters in accordance with
Section 15 hereof. As Depositors, you shall be entitled to all remaining profit
and, correspondingly, shall be obligated for all losses of the Accumulation
Account not expressly allocated among the Underwriters in accord with such
elections.
We authorize you to purchase Underlying Debt Obligations for the
Accumulation Account from any seller, including you and any of the
Underwriters. Such purchases may be at the current market price then in effect
(as reasonably determined by you); provided, however, if any Underwriter is a
member of a syndicate underwriting an original issue and is prohibited by price
restrictions of the syndicate from reselling Debt Obligations at less than a
certain price, the purchase price of such Underlying Debt Obligations to the
Accumulation Account shall be the lowest price permitted by such restrictions.
We shall furnish to you in writing any information regarding
Underlying Debt Obligations sold by us to the Accumulation Account which you
deem necessary for inclusion in the Prospectus, including the date on which
such Debt Obligations were acquired by us, the price of acquisition, and, if
the sale is made by us as a member of another underwriting syndicate, our
takedown retained as a member of such syndicate. If Underlying Debt Obligations
purchased from us were initially acquired by us from the manager of a syndicate
of which we are or were a member or manager, we agree that there shall be
furnished to you in writing such estimates as to our participation in the
profit to the syndicate resulting from such sale as may be practicable under
the circumstances.
If at any time prior to the deposit of Underlying Debt
Obligations in the Trust you shall determine that it is impracticable or
inadvisable to
-3-
C/M 11939.0001 407239.1
complete the acquisition of Underlying Debt Obligations because of unfavorable
market conditions or for other reasons adversely affecting such acquisition or
the offering of Units hereunder, we authorize you to sell for the Accumulation
Account the Underlying Debt Obligations acquired prior to such determination in
such manner, at such times and at such prices as you shall deem advisable. As
soon as practicable after all of the Underlying Debt Obligations have been sold
pursuant to this paragraph, this Agreement shall be terminated and our account
hereunder settled in the manner stated in Section 13.
4. Financing Of Accumulation Account. From time to time during
the term of this Agreement, we agree to transmit to you upon your request a
certified or official bank check to your order in an amount not in excess of
10% of our respective Underwriting Percentage shares in the Accumulation
Account to serve as margin in carrying the Underlying Debt Obligations and the
Units received upon deposit of the Underlying Debt Obligations in the Trust and
for the other purposes of this Agreement.
We authorize you to advance your own funds or to arrange loans
(including repurchase agreements) for the Accumulation Account for the purposes
of carrying the Underlying Debt Obligations and the Units and of carrying out
the other purposes of this Agreement and in connection therewith to hold or
pledge as security all or any of the Underlying Debt obligations and the Units.
You may deliver any note or other instrument in connection with such
transactions as you may deem necessary or advisable. Any lender or purchaser is
hereby authorized to accept your instructions with respect thereto.
5. Trust Deposit And Certificates. We authorize you, acting as
our agent and in our behalf, to deposit the Underlying Debt Obligations in the
Trust at such time after the acquisition of the Underlying Debt Obligations as
you deem appropriate and to receive in exchange therefor for our account
Certificates representing our Unit Commitment in the Trust. We authorize you to
retain custody of the Certificates until delivered to us or sold for our
account in accordance with this Agreement.
You may deliver to us from time to time against payment, for
carrying purposes only, any Certificates representing Units which you are
holding for sale for our account but which have not been sold and paid for. We
will redeliver to you against payment any such Certificates so delivered to us
for carrying purposes at such times as you may demand.
6. Public Offering Of Trust Units. A public offering of the
Units is to be made as soon after the Effective Date as in your judgment is
advisable. You shall notify us promptly by telephone and confirm by mail or
telegram when the public offering is to commence (the "Public Offering Date").
The public offering is to be made by means of the Prospectus and at the public
offering price, terms and conditions set forth in the Prospectus. We authorize
you to change the terms and conditions of the public offering as you deem
advisable.
We also confirm that we will take reasonable steps to provide
the preliminary prospectus prior to the Effective Date and the Prospectus
thereafter to any person making written request to us. We understand that our
requests for sufficient copies of such prospectuses will be processed by your
printer.
7. Purchase Of Units By The Underwriters. The sales charge
contemplated in this transaction is an amount per Unit as described in the
-4-
C/M 11939.0001 407239.1
Prospectus. The amount set forth in Schedule B hereto will constitute the per
Unit sales takedown ("Underwriters' Takedown"). The sales charge less the
Underwriters' Takedown will accrue to you as Managing Underwriter.
Upon notification from you that the public offering is to
commence, we hereby agree with you and the several other Underwriters to
purchase Certificates representing our Unit Commitment on the Public Offering
Date. The price to be paid for each such Unit shall be the public offering
price on such Date plus the per Unit accrual of interest to the settlement date
(estimated at five business days thereafter) less the Underwriters' Takedown.
Such payment is to be made by delivering to you within five business days of
the Public Offering Date, a certified or bank cashier's check in New York City
Clearing House funds payable to the order of Bear, Xxxxxxx & Co. Inc. At the
Public Offering Date, we will become the owner of such Units and be entitled to
the benefits and subject to the risks inherent therein.
We will offer to the public in conformity with the terms of the
offering and at the then effective public offering price described in the
Prospectus any of our Units not reserved by you for sale to retail accounts or
to dealers or sold by us directly to dealers as herein authorized. When
requested by us from time to time, you shall furnish to us the then effective
public offering price.
We may sell to dealers part or all of the Units delivered to us
for direct sale at the then effective public offering price, plus accrued
interest, less the dealer's concession set forth in the Prospectus, subject to
your right to change such concession from time to time. Any Units purchased by
us after the Public Offering Date as a result of an increase in our Unit
Commitment pursuant to Section 12 or which are delivered to us for direct sale
pursuant to Section 8 will be purchased by us at the then effective public
offering price plus accrued interest, less the Underwriters' Takedown, with no
additional accumulation profit participation.
8. Direct Sales Authorization. We authorize you to sell for our
account to retail accounts or to dealers (including one or more of the
Underwriters) such of our Units as you shall determine. Sales of Units to
retail accounts or to dealers shall be made for the account of any Underwriter
in such manner as you may deem appropriate. Our liability to take and pay for
Units under this Agreement shall be reduced to reflect any such sales of Units
for our account. You shall advise us promptly on the Effective Date as to our
Units reserved by you for sale to retail accounts or to dealers pursuant to
this paragraph. You may advise us at any time thereafter that any Units so
reserved for sale for our account and not sold are no longer so reserved and we
shall then be responsible to take and pay for such Units as if they had not
been reserved.
You shall deliver to us for direct sale any Units held by you
for our account and not reserved for sale to retail accounts or to dealers,
and, with your consent, any Units held for our account which are so reserved
from time to time in accordance with our instructions, and, upon payment to you
by us of the then effective public offering price of such Units, plus accrued
interest, adjusted for the Underwriters' Takedown.
We authorize you to sell for our account to other Underwriters
such of our Units held by you for our account as you shall determine which are
not reserved by you for sale to retail accounts or to dealers or, in accord
with the preceding paragraph, delivered to us for direct sale provided that (i)
such sales shall be made only to Underwriters to whom you shall have delivered
all of their Units not reserved for sale to retail accounts or to dealers and
(ii) such sales shall be mode for the account of each Underwriter
-5-
C/M 11939.0001 407239.1
for whose account you hold unreserved Units in such manner as you may deem
appropriate.
You may, and any of the other Underwriters may with your
consent, make purchases and sales of Units from or to any other Underwriter at
the then effective public offering price, plus accrued interest, adjusted for
the Underwriters' Takedown.
You shall advise us as soon as practicable of any sales made by
you for our account pursuant to this Section 8.
From time to time prior to the termination of this Agreement, on
your request, we will advise you of Units remaining unsold which were delivered
to us, and, on your request, we shall deliver to you any such Units remaining
unsold for sale for our account to retail accounts or, adjusted for the
Underwriters' Takedown, to other Underwriters or dealers, all in the manner and
subject to the limitations stated above.
We understand that any Units sold for our account to retail
accounts will be subject to a discount per Unit on purchases of 100 Units or
more, as described in the Prospectus.
9. Unit Repurchases. We understand and agree that you may, but
are not obligated to, repurchase any Units which are tendered or offered to you
by the holders thereof. If, during the term of this Agreement, you purchase or
contract to purchase for the account of any Underwriter in the open market or
otherwise Certificates for any Units which were retained by, or released to, us
for direct sale, or any Certificates which may have been issued in exchange
therefore or if any such Units shall be tendered to the Trustee for redemption,
and which Units were therefore not effectively placed for investment by us, we
authorize you to charge our account with an amount equal to the underwriter's
concession with respect thereto, or to require us to repurchase such Units at a
price equal to the total cost of such purchase, including accrued interest and
commissions, if any, and transfer taxes on the redelivery.
If, for any reason, during the term of this Agreement we do not
sell all of our Unit Commitment, you agree to buy from us any unsold Units we
have in our account at the then current bid price plus accrued interest.
We agree that, until the termination of this Agreement, we will
make no purchase of the Units other than (i) purchases provided for in this
Agreement, (ii) purchases approved by you and (iii) purchases as a broker in
executing unsolicited orders.
10. Legal Opinion And Accountants' Letter. After notification of
the Effective Date has been released by the Securities and Exchange Commission,
there shall be furnished to us copies of all legal opinions and accountants'
reports which are delivered to you as Depositor, the Trustee and the Trust.
11. Indemnification. We agree to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the 1933 Act from and against any and all losses,
claims, damages and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
the Prospectus as amended and supplemented or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each
-6-
C/M 11939.0001 407239.1
case to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon or in conformity with
information furnished to you by us for use in the preparation of the
Registration Statement or the Prospectus or any amendment or supplement
thereto. This indemnity agreement will be in addition to any liability which we
may otherwise have.
In case any action shall be brought against any Underwriter or
any person controlling such Underwriter based upon the Registration Statement
or the Prospectus or any amendment or supplement thereto in respect of which
indemnity may be sought against us, if such Underwriter shall promptly notify
us in writing, we shall assume the defense thereof, including the employment of
counsel and the payment of all expenses. Any Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Underwriter or such controlling
person unless the employment of such counsel has been specifically authorized
by us. We shall not be liable for any settlement of any such action effected
without our consent but if settled with our consent or if there will be a final
judgment for the plaintiff in any such action, we agree to indemnify and hold
harmless any Underwriter and any such controlling person from and against any
loss or liability by reason of such settlement or judgment.
The indemnity agreement contained in this Section 11 shall
remain operative and in full force and effect regardless of (i) the termination
of this Agreement and (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter.
12. Substitution. Until the termination of this Agreement, we
authorize you to arrange for the substitution hereunder of other persons, who
may include you and us, for all or any part of the commitment of any
non-defaulting Underwriter with the consent of such Underwriter, and of any
defaulting Underwriter without his consent, upon such terms and conditions as
you may deem advisable, provided that such substitution shall not in any way
affect the liability of any defaulting Underwriter to the other Underwriters
for damages from such default, nor relieve any other Underwriter of any
obligation under this Agreement. The expenses chargeable to the account of any
defaulting Underwriter and not paid for by it or by the person substituted for
such Underwriter and any additional losses or expenses arising from such
default shall be considered to be expenses of the underwriting account and
shall be charged against the accounts of the non-defaulting Underwriters in
proportion to their respective Underwriting Percentages.
In the event that you shall for any reason cease to act as
Depositor of the Trust prior to the termination of the Trust Agreement, we
hereby authorize the Trustee to select a substitute Depositor as provided in
the Trust Agreement.
13. Termination. This Agreement shall terminate 30 days after
the Public Offering Date unless sooner terminated by you, provided that you may
extend this Agreement for not more than four successive periods of 30 days each
upon notice to us and each of the other Underwriters.
Upon termination of this Agreement, or prior thereto, at your
discretion, (i) you shall deliver to us Certificates for any Units received by
you for our account and not theretofore delivered to us and Certificates for
any Units held by you for our account and (ii) after (a) crediting to our
account advances made by us to you pursuant to Section 4 and payments made to
you on account of Units sold by you for our account or delivered by you to us,
(b) charging or crediting to our account our share of any profit or loss in
-7-
C/M 11939.0001 407239.1
the Accumulation Account and (c) making such other credits or charges to our
account as are authorized by the provisions of this Agreement, our account
hereunder shall be settled and any amount due and owing thereunder shall be
paid by you or by us, as the case may be. The determination by you as Depositor
and Managing Underwriter of the amount to be paid to or by us in settlement of
our account shall be final and conclusive.
Notwithstanding any settlement on the termination of this
Agreement, we agree to pay our Underwriting Percentage share of any amount
payable on account of any claim, demand or liability which may be asserted
against the Underwriters, or any of them, based on the claim that the
Underwriters constitute an association, unincorporated business or other
separate entity and our Underwriting Percentage of any expenses incurred by you
in defending against any such claim, demand or liability. We also agree to pay
any stamp taxes which may be assessed and paid after such settlement on account
of any units received or sold hereunder for our account.
Notwithstanding any termination of this Agreement, no sale of
the Units shall be made by us at any time except in conformity with the
provisions of Section 22(d) of the 1940 Act.
We agree that if, within ninety days from the time the
Registration Statement shall have become effective, either (i) the net worth of
the Trust shall be reduced to less than $100,000 or (ii) the Trust shall have
been terminated, then we will refund, on demand and without deduction, all
sales charges to purchasers of Units from us or any dealer participating in the
distribution of our Units.
14. Underwriting Commitment. We hereby commit on the terms and
conditions of this Agreement to purchase and pay for the number of Units set
forth opposite our name in Schedule B ("Unit Commitment"). Except for the right
to decrease our Unit Commitment granted to you above, and except as provided in
Section 11, our Unit Commitment may be increased or decreased only by mutual
written agreement between us and you at any time prior to the date the
Underlying Debt Obligations are deposited in the Trust.
Our percentage interest ("Underwriting Percentage") and the
percentage interest of each Underwriter in the total Units to be offered shall
be expressed by the following ratio:
Unit Commitment = Underwriting Percentage
---------------
Total Units
The final determination of the respective Underwriting Percentages of all
Underwriters shall be made by you as of the date the Underlying Debt
Obligations are deposited in the Trust.
You are authorized to increase or decrease the number of Units
(and, correspondingly, the amount of Underlying Debt Obligations) to be offered
if you shall deem it advisable and practicable to do so. In the event you shall
elect to decrease the number of Units hereunder, you shall have the right to
decrease our Unit Commitment proportionately by notifying us of such election
by telephone and promptly confirm by telegraph or writing.
You are authorized to amend Schedule A to add additional
Underwriters as you deem advisable in which case such Underwriters shall be
deemed to have been parties to this Agreement as of the date of its
confirmation by you. Any deletion of Underwriters from Schedule A by you to
reflect their withdrawal from this underwriting participation shall be subject
to reservation of all our rights with respect to them conferred in us by this
Agreement.
-8-
C/M 11939.0001 407239.1
15. Advertising. Public advertisement of the offering may (but
need not) be made by you on your behalf or on behalf of the Underwriters on
such date as you shall determine. Such public advertisement may bear the name
of the Sponsor alone or the names of any or all Underwriters unless any
Underwriter shall notify you that it does not wish its name to so appear. Any
advertisement any Underwriter makes, or which any Underwriter permits any
dealer which purchases Units from it to make, will be at the responsibility of
such Underwriter and at such Underwriter's or dealer's expense, provided,
however, that all such public advertisement shall conform to the rules and
regulations of the Securities and Exchange Commission relating thereto and of
the National Association of Securities Dealers, Inc. (the "NASD").
16. Miscellaneous. Default by any one or more of the other
Underwriters in respect of their several obligations under this Agreement
shall not release us from any of our obligations hereunder.
Nothing herein constitutes us partners with you or with the
other Underwriters and the obligations of ourselves and of each of the other
Underwriters are several and not joint.
Nothing herein contained shall be deemed to protect or purport
to protect any person against any liability to the Trust or the
Certificateholders to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of the
duties of such person, or by reason of such person's reckless disregard of such
person's obligations and duties under this Agreement.
Notices hereunder shall be deemed to have been duly given if
telephoned and then promptly mailed or telegraphed to us at our address set
forth in the Underwriters' Questionnaire, attached hereto as Exhibit A, or to
you at your address set forth at the head of this Agreement.
The headings contained in this Agreement are for reference
purposes only and shall not affect its meaning or interpretation. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
17. Underwriting Participants. This Agreement is being executed
by us and delivered to you in duplicate. Upon your confirmation hereof and of
-9-
C/M 11939.0001 407239.1
Agreements in identical form with each of the other Underwriters, this
Agreement shall constitute a valid and binding contract among us.
Very truly yours,
Name of Firm:
By:
(Authorized Signator)
Address:
Confirmed as of the date set forth on
page 1 of this Agreement.
BEAR, XXXXXXX & CO. INC.
Depositor and Managing Underwriter
Acting severally on its own behalf and
on behalf of the other several
Underwriters named in Schedule A hereto.
-10-
C/M 11939.0001 407239.1
EXHIBIT A
UNDERWRITERS' QUESTIONNAIRE
Municipal Securities Trust
Bear, Xxxxxxx & Co. Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
In connection with the proposed public offering of Units of
fractional undivided interest (the "Units") in Bear, Xxxxxxx Unit Investment
Trust (the "Trust") and for use in any registration statement or prospectus
relating to such Units and pursuant to the Master Agreement Among Underwriters
dated as of December 31, 1986, the undersigned, as a proposed underwriter,
advises you as follows:
Our exact name and address (including zip code) as they should
appear in the prospectus, are as follows:
We are a (check one) Corporation Partnership Sole Proprietorship
organized or existing under the laws of the State of ______________________.
We are a member of the National Association of Securities
Dealers, Inc. and are registered with the Securities and Exchange Commission as
a broker or dealer pursuant to Section 15(b) of the Securities Exchange Act of
1934.
We represent that our participation in the offering of the Units
will not place us in violation of Rule 15c3-1 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934 or the rules of any
securities exchange of which we are a member.
Except as indicated below, other than as may be stated in the
Registration Statement under the Securities Act of 1933 relating to the Units
or in any prospectus filed as part thereof, or any registration statement
relating to the Trust under the Investment Company Act of 1940, or the
Agreement Among Underwriters:
(a) neither we nor any "affiliated person", as defined in
Section 2(a)(3) of the Investment Company Act of 1940, have received, nor do we
know of any arrangement whereby we or any such persons will receive, any
profits or other benefits through the sale or purchase of the Units or
interests therein, or the deposited bonds or interests herein;
(b) we do not know of any arrangement to limit or restrict the
sale of the Units for the period of distribution, to stabilize the market for
the Units or the deposited bonds, for withholding commissions, or otherwise to
hold each underwriter or dealer responsible for the distribution of its
participation, nor do we know of any current agreements or arrangements with
dealers, agents or salesmen with respect to commissions, discounts, overriding
commissions, territories, franchises and the like with respect to the offering
of the Units.
-1-
C/M 11939.0001 407239.1
(c) we have not received, nor do we know of any arrangement
whereby we are to receive any fees from the sale of the Units or from any other
functions to be performed by us in connection therewith.
We have never acted in any capacity with respect to any
investment company or companies other than the Trust except to sell securities
of other investment companies as a member of underwriting groups or selling
groups or as agents of such companies, to execute orders for the purchase and
sale of securities of such companies, or to sell securities to or purchase
securities from any such companies in our capacity as a broker or dealer in
securities.
(State exceptions, if any)
We will notify you immediately in the event of any development
before the date of completion of the public offering of the Units which makes
untrue or incomplete any of the above statements.
-2-
C/M 11939.0001 407239.1
We will keep an accurate record of the names and addresses of
all persons to whom we give copies of the Registration Statement or any
amendments thereto, or any preliminary or final prospectus relating to the
Units and, when furnished with copies of any subsequent amendment or supplement
to the Registration Statement or any prospectus or any memorandum outlining
changes in the Registration Statement or any prospectus, we will promptly
forward copies to such persons.
Very truly yours,
----------------------------
(Official Firm Signature)
By:
(Signature of Officer or Partner)
Title:
Dated:
-3-
C/M 11939.0001 407239.1
SCHEDULE A
[List of Underwriters]
C/M 11939.0001 407239.1
SCHEDULE B
TO
MASTER AGREEMENT AMONG UNDERWRITERS
FORM OF ACCEPTANCE
_______________, 198_
Name of Underwriter: ____________________________________
[insert name]
Re: Bear Xxxxxxx Unit Investment Trust:________________ Municipal Securities
Trust, ____________ Series _____________________/____ Discount Series [insert
series name and number]
Unit Commitment: __________Units Expected Date of Proposed Offering: _________
[number] [insert]
For purposes of this Trust, the Underwriters' Takedown per unit
shall be as follows: Municipal Trusts - $38.00; Municipal Discount Trusts -
$22.50
We accept the invitation to participate as one of the
Underwriters of the above-referenced Trust, with a commitment up to the amount
specified above, and have indicated below our preference with respect to the
Accumulation Account, pursuant to the Master Agreement Among Underwriters dated
as of December 31, 1986, and confirm that the representations and warranties
set forth in Exhibit A thereto are true and correct as of the date hereof.
Name of Firm:
By:
(Signature of Authorized Signator)
Address:
Schedule of Accumulation Account
Profit Participation
Units Participation
100-249 60% per Unit
250+ 75% per Unit
C/M 11939.0001 407239.1
