EXHIBIT 1.1(B)
NUVEEN UNIT TRUSTS, SERIES 39
TRUST INDENTURE AND AGREEMENT
DATED June 23, 1999
This Trust Indenture and Agreement by and between Xxxx Nuveen & Co.
Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 1 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as are set
forth in full and such provisions as are incorporated by reference constitute a
single instrument. All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the promises and of the mutual agreements herein
contained, the Depositor and the Trustee, agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Part II hereof, all the provisions contained in
the Standard Terms and Conditions of Trust are herein incorporated by reference
in their entirety and shall be deemed to be a part of this instrument as fully
and to the same extent as though said provisions had been set forth in full in
this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Bonds defined in Section 1.01(1) listed in Schedule A hereto have
been deposited in trust under this Trust Indenture and Agreement.
(b) The fractional undivided interest in and ownership of the Trust Fund
represented by each Unit for a Trust on the Initial Date of Deposit is 1/ (the
number of Units) set forth under the caption "Statement of Condition -
Interest of Unitholders: Units of fractional undivided interest outstanding"
in the Prospectus.
(c) The number of Units created of a Trust are as set forth under the
caption "Statement of Condition - Interest of Unitholders: Units of fractional
undivided interest outstanding" in the Prospectus for the Trust.
(d) Article I of the Standard Terms and Conditions of Trust is hereby
amended to replace the definition of "Unit" and "Prospectus" and to add
the definitions of "Distribution Date", "Settlement Date",
"Evaluator" and "Initial Date of Deposit":
(23) "UNIT" in respect of any Trust shall mean the fractional
undivided interest in and ownership of an individual Trust Fund
equal initially to 1/(the number of Units of fractional
undivided interest outstanding) provided in the Statement of
Condition in the Prospectus for the Trust Fund, the denominator
of which fraction shall be (1) increased by the number of any
additional Units issued pursuant to Section 2.01 hereof and (2)
decreased by the number of any such Units redeemed as provided
in Section 4.02.
(27) "DISTRIBUTION DATE" shall mean that assigned to it in the
Prospectus for the Trust.
(28) "SETTLEMENT DATE" shall mean three business days after the Initial
Date of Deposit or, if stated otherwise in the Prospectus, the
meaning assigned to it in the Prospectus for the Trust.
(29) "EVALUATOR" shall mean the party designated in the Prospectus for
a Trust or any party appointed by the Sponsor.
(30) "INITIAL DATE OF DEPOSIT" shall have the meaning assigned to it in
the Prospectus for each respective Trust Fund.
(31) "PROSPECTUS" shall mean the Prospectus relating to a Trust in the
form first used to confirm sales of Units.
(e) Section 3.01 shall be amended to read in its entirety as follows:
SECTION 3.01. INITIAL COST: Subject to reimbursement as hereinafter provided,
the cost of organizing the Trust and the sale of the Trust Units shall be borne
by the Depositor, provided, however, that the liability on the part of the
Depositor under this section shall not include any fees or other expenses
incurred in connection with the administration of the Trust subsequent to the
deposit referred to in Section 2.01. At the earlier of six months after the
Initial Date of Deposit or the conclusion of the primary offering period (as
certified by the Depositor to the Trustee), the Trustee shall withdraw from the
Account or Accounts specified in the Prospectus or, if no Account is therein
specified, from the Principal Account, and pay to the Depositor the Depositor's
reimbursable expenses of organizing the Trust in an amount certified to the
Trustee by the Depositor. In no event shall the amount paid by the Trustee to
the Depositor for the Depositor's reimbursable expenses of organizing the Trust
exceed the estimated per Unit amount of organization costs set forth in the
prospectus for the Trust multiplied by the number of Units of the Trust
outstanding at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period; nor shall the Depositor be entitled to
or request reimbursement for expenses of organizing the Trust incurred after the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period. If the cash balance of the Principal Account is
insufficient to make such withdrawal, the Trustee shall, as directed by the
Depositor, sell Securities identified by the Depositor, or distribute to the
Depositor Securities having a value, as determined under Section 4.01 as of the
date of distribution, sufficient for such reimbursement. Securities sold or
distributed to the Depositor to reimburse the Depositor pursuant to this Section
shall be sold or distributed by the Trustee, to the extent practicable, in the
percentage ratio then
existing. The reimbursement provided for in this section shall be for the
account of the Unitholders of record at the earlier of six months after the
Initial Date of Deposit or the conclusion of the primary offering period. Any
assets deposited with the Trustee in respect of the expenses reimbursable under
this Section 3.01 shall be held and administered as assets of the Trust for all
purposes hereunder. The Depositor shall deliver to the Trustee any cash
identified in the Statement of Condition of the Trust included in the Prospectus
not later than the 10 calendar days following the Initial Date of Deposit or
deposit of additional Securities, as applicable and the Depositor's obligation
to make such delivery shall be secured by the letter of credit deposited
pursuant to Section 2.01. Any cash which the Depositor has identified as to be
used for reimbursement of expenses pursuant to this Section 3.01 shall be held
by the Trustee, without interest, and reserved for such purpose and,
accordingly, prior to the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period, shall not be subject
to distribution or, unless the Depositor otherwise directs, used for payment of
redemptions in excess of the per Unit amount payable pursuant to the next
sentence. If a Unitholder redeems Units prior to the earlier of six months
after the Initial Date of Deposit or the conclusion of the primary offering
period, the Trustee shall pay to the Unitholder, in addition to the Redemption
Value of the tendered Units, unless otherwise directed by the Depositor, an
amount equal to the estimated per Unit cost of organizing the Trust set forth in
the Prospectus, or such lower revision thereof most recently communicated to the
Trustee by the Depositor pursuant to Section 4.01, multiplied by the number of
Units tendered for redemption; to the extent the cash on hand in the Trust is
insufficient for such payment, the Trustee shall have the power to sell
Securities in accordance with Section 3.07. As used herein, the Depositor's
reimbursable expenses of organizing the Trust shall include the cost of the
initial preparation and typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture, and other documents
relating to the Trust, SEC and state blue sky registration fees, the cost of the
initial valuation of the portfolio and audit of the Trust, the initial fees and
expenses of the Trustee, and legal and other out-of-pocket expenses related
thereto, but not including the expenses incurred in the printing of preliminary
prospectuses and prospectuses, expenses incurred in the preparation and printing
of brochures and other advertising materials and any other selling expenses.
(f) The first paragraph of Section 4.01 shall be amended in its
entirety to read as follows:
SECTION 4.01. EVALUATION: The Trustee shall make an evaluation of each Trust as
of that time set forth in the Prospectus (the "EVALUATION TIME"), (i) on the
last business day of each of the months of June and December, (ii) on the day on
which any Unit of a respective Trust is tendered for redemption, and (iii) on
any other day desired by the Trustee or requested by the Depositor. Such
evaluations shall take into account and itemize separately, (1) the cash on hand
in the respective Trust (other than cash declared held in trust to cover
contracts to purchase securities) or moneys in the process of being collected
from matured interest coupons or securities matured or called for redemption
prior to maturity, (2) the value of each issue of the Securities in the Trust,
and (3) interest accrued thereon not subject to collection and distribution. In
making the evaluations the Trustee may determine the value of each issue of the
Securities in the Trust by the following methods or any combination thereof
which it deems appropriate: (i) on the basis of current bid prices of such
Securities as obtained from
investment dealers or brokers (including the Depositor) who customarily deal
in bonds comparable to those held by the Trust, or (ii) if bid prices are not
available for any of such Securities, on the basis of bid prices for
comparable securities, or (iii) by causing the value of the Securities in the
Trust to be determined by others engaged in the practice of evaluating,
quoting or appraising securities. For each such evaluation there shall be
deducted from the sum of the above (i) amounts representing any applicable
taxes or governmental charges payable out of the Trust and for which no
deductions shall have previously been made for the purpose of addition to the
Reserve Account of such Trust, (ii) amounts representing accrued expenses of
the Trust including but not limited to unpaid fees and expenses of the
Trustee, the Depositor and counsel, in each case as reported by the Trustee
to the Depositor on or prior to the date of evaluation, (iii) amounts
representing unpaid organization costs, and (iv) cash held for distribution
to Unitholders of such Trust of record, and required for redemption of Units
tendered, as of a date prior to the evaluation then being made. The value of
the pro rata share of each Unit of such Trust determined on the basis of any
such evaluation shall be referred to herein as the "Unit Value."
Prior to the payment to the Depositor of its reimbursable organization
costs to be made at the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period in accordance with
Section 3.01 for purposes of determining the Trust Evaluation and Unit Value
under this Section 4.01, the Trustee shall rely upon the amounts representing
unpaid organization costs in the estimated amount per Unit set forth in the
Prospectus until such time as the Depositor notifies the Trustee in writing
of a revised estimated amount per Unit representing unpaid organization
costs. Upon receipt of such notice, the Trustee shall use this revised
estimated amount per Unit representing unpaid organization costs in
determining the Trust Evaluation and Unit Value but such revision of the
estimated expenses shall not effect calculations made prior thereto and no
adjustment shall be made in respect thereof.
(g) The following paragraph shall be added to Section 4.05.
The Depositor may employ agents in connection with its duties referenced
in Section 4.05 and shall not be answerable for the default or misconduct of
such agents if they shall have been selected with reasonable care. The fees
of such agents shall be reimbursable to the Depositor from the Trust Fund,
provided, however, that the amount of such reimbursement in any year (i)
shall reduce the amount payable to the Depositor for such year with respect
to the service in question and shall not exceed the maximum amount payable to
the Depositor for such service for such year and (ii) if such agent is an
affiliate of the Depositor, the amount of the reimbursement, when combined
with (a) all compensation received by such agent from other series of the
Fund or other unit investment trusts sponsored by the Depositor or its
affiliates and (b) the amount payable to the Depositor from the Trust Fund
and from other series of the Fund or other unit investment trusts sponsored
by the Depositor or its affiliates in respect of the service in question,
shall not exceed the aggregate cost of such agent and the Depositor of
providing such service. The Trustee shall pay such reimbursement against
the Depositor's invoice therefor upon which the Trustee may rely as the
Depositor's certification that the amount claimed complies with the
provisions of this paragraph.
In Witness Whereof, Xxxx Nuveen & Co. Incorporated, has caused this Trust
Indenture and Agreement for Nuveen Unit Trusts, Series 39 to be executed by its
President, one of its Vice Presidents or one of its Assistant Vice Presidents
and its corporate seal to be hereto affixed and attested by its Secretary or its
Assistant Secretary and The Chase Manhattan Bank has caused this Trust Indenture
and Agreement to be executed by one of its Vice Presidents or Second Vice
Presidents and its corporate seal to be hereto affixed and attested to by one of
its Assistant Treasurers; all as of the day, month and year first above written.
Xxxx Nuveen & Co. Incorporated,
Depositor
By Xxxxxx X. Xxxxx
Authorized Officer
(Seal)
Attest:
By Xxxxx X. Xxxxx
Assistant Secretary
The Chase Manhattan Bank, Trustee
By Xxxxxx Xxxxxx
Assistant Vice President
(Seal)
Attest:
By Xxxxxx X. Xxxx
Assistant Treasurer
SCHEDULE A TO THE TRUST INDENTURE AND AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
NUVEEN UNIT TRUSTS, SERIES 39
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for each Trust in the Prospectus.)
