Exhibit 1.1(b)
Nuveen Unit Trusts, Series 132
Trust Indenture and Agreement
Dated: December 3, 2001
This Trust Indenture and Agreement by and between Nuveen Investments,
as Depositor and The Bank of New York, 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
Trusts, Series 104 and certain subsequent Series, effective October 5, 2000"
(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 above-referenced Series consists of the Trust Fund(s)
included in the Prospectus.
(b) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust for the Trust Fund(s) included in the
Prospectus for the above-referenced Series under this Trust Indenture and
Agreement.
(c) The fractional undivided interest in and ownership of a Trust Fund
represented by each Unit for the Trust Fund on the Initial Date of Deposit
is 1/(the number of Units) set forth under the caption "Statement(s) of
Condition--Interest of Unitholders: Units of fractional undivided interest
outstanding" in the Prospectus.
(d) The number(s) of Units created of a Trust Fund(s) are as set forth
under the caption "Statement(s) of Condition--Interest of Unitholders:
Units of fractional undivided interest outstanding" in the Prospectus for
the Trust Fund(s).
(e) Paragraph (b)(1)(i) of Section 2.01 shall be restated in its
entirety as follows:
(i) From time to time following the Initial Date of Deposit for a
Trust Fund, the Depositor is hereby authorized, in its discretion, to
assign, convey to and deposit with the Trustee, or facilitate the
assignment, conveyance or deposit with the Trustee of (1) additional
Securities for such Trust Fund, duly endorsed in blank or accompanied
by all necessary instruments of assignment and transfer in proper
form, or (2) Contract Securities relating to such additional
Securities, accompanied by cash and/or Letter(s) of Credit as
specified in paragraph (c) of this Section 2.01. In lieu of additional
Securities or Contract Securities, the Depositor may deposit with the
Trustee cash (or a Letter of Credit) in an amount equal to the
valuation made in accordance with Section 4.01 for the date of such
deposit of the additional Securities not delivered or represented by
Contract Securities together with instructions to purchase such
additional Securities specifying the purchase price or price range and
containing such information as the Trustee may require to settle said
transactions. Except as provided in the following subparagraphs (ii),
(iii) and (iv), the Depositor in each case shall ensure that each
deposit of additional Securities pursuant to this Section shall be, as
nearly as is practicable, equal to the original percentage
relationship among the number of shares of each Security as is
specified in the Prospectus for such Trust Fund, adjusted as
hereinafter provided (the "Percentage Ratio"). The Percentage Ratio
shall be adjusted, as directed by the Depositor, to reflect (x) the
deposit of New Securities, (y) the sale of Securities pursuant to
Sections 3.06, 3.08, 3.12, 5.02 or otherwise as provided hereunder,
and (z) the occurrence of any stock dividend, stock splits, receipt of
securities under Section 3.08, redemptions, or similar events. Any
brokerage fees related to the purchase of Securities deposited in the
Trust Fund after the Initial Date of Deposit shall be an expense of
such Trust Fund. The Depositor shall deliver the additional Securities
which were not delivered concurrently with the deposit of additional
Securities and which were represented by Contract Obligations within
10 calendar days after such deposit of additional Securities (the
"Additional Securities Delivery Period"). If a contract to buy such
Securities between the Depositor and seller is terminated by the
seller thereof for any reason beyond the control of the Depositor or
if for any other reason such Securities are not delivered to the Trust
Fund by the end of the Additional Securities Delivery Period for such
deposit, the Trustee shall immediately draw on the Letter of Credit,
if any, in amounts sufficient to settle such contract, apply the
monies in accordance with Section 2.01(d), and the Depositor shall
forthwith take the remedial action specified in Section 3.10. If the
Depositor does not take the action specified in Section 3.10 within 10
calendar days of the end of the Additional Securities Delivery Period,
the Trustee shall forthwith take the action specified in Section 3.10.
When requested by the Trustee, the Depositor shall arrange for the
execution of purchases in accordance with such instructions; the
Depositor shall be entitled to compensation therefor in accordance
with applicable law and regulations. The Trustee shall have no
liability for any loss or depreciation resulting from any purchase
made pursuant to the Depositor's instructions or made by the Depositor
as broker.
(f) Section 10.02 is hereby replaced with the following:
Section 10.02. Initial Costs. Subject to reimbursement as hereinafter
provided, the cost of organizing the Trust Funds, and the sale of the Trust
Fund 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 Funds subsequent to the deposits referred to in Section 2.01.
Six months after the Initial Date of Deposit, the Trustee shall withdraw
from the Account or Accounts specified in the Prospectus or, if no Account
is therein specified, from the Capital Account, and pay to the Depositor
the Depositor's reimbursable expenses of organizing the Trust Funds 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 a Trust Fund exceed the estimated per
Unit amount of organization costs set forth in the prospectus for the Trust
Fund multiplied by the number of Units of the Trust Fund outstanding six
months after the Initial Date of Deposit; nor shall the Depositor be
entitled to or request reimbursement for expenses of organizing a Trust
Fund incurred after such time. If the cash balance of the Capital Account
is insufficient to make such withdrawal, the Trustee shall, as directed by
the Depositor, sell Securities identified by the Depositor, as determined
under Section 4.01 as of the date of distribution, sufficient for such
reimbursement. Securities sold to reimburse the Depositor pursuant to this
Section shall be sold by the Trustee to the extent practicable, in the
percentage ratio then existing (unless the Trust Fund elects to be treated
as a "regulated investment company" as defined in the United States
Internal Revenue Code (the "Internal Revenue Code"), in which case sales by
the Trustee shall be made in accordance with the instructions of the
Depositor or its designees). The reimbursement provided for in this section
shall be for the account of the Unitholders of record six months after the
Initial Date of Deposit. Any assets deposited with the Trustee in respect
of the expenses reimbursable under this Section 10.02 shall be held and
administered as assets of the Trust Funds for all purposes hereunder. The
Depositor shall deliver to the Trustee any cash identified in the
Statement(s) of Condition of the Trust Funds 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 10.02 shall be held by the Trustee, without interest, and reserved
for such purpose and, accordingly, prior to six months after the end of the
Initial Date of Deposit, 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 six months after the end of the Initial
Date of Deposit, 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 Fund set forth in the Prospectus, or such lower revision thereof
most recently communicated to the Trustee by the Depositor pursuant to
Section 5.01, multiplied by the number of Units tendered for redemption; to
the extent the cash on hand in a Trust Fund is insufficient for such
payment, the Trustee shall have the power to sell Securities in accordance
with Section 5.02. As used herein, the Depositor's reimbursable expenses of
organizing a Trust Fund shall include the cost of the initial preparation
and typesetting of the registration statement, prospectuses (including
preliminary prospectuses), the agreement, and other documents relating to
the Trust Fund, SEC and state blue sky registration fees, the cost of the
initial valuation of the portfolio and audit of the Trust Fund, 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.
(g) The second-to-last paragraph of Section 5.01 is hereby replaced
with the following:
Prior to the payment to the Depositor of its reimbursable organization
costs to be made at the conclusion of the primary offering period in
accordance with Section 10.02, for purposes of determining the Trust Fund
Evaluation under this Section 5.01, the Trustee shall rely upon the amounts
representing unpaid accrued 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 accrued organization costs. Upon receipt of such notice, the Trustee
shall use this revised estimated amount per Unit representing unpaid
accrued organization costs in determining the Trust Fund Evaluation but
such revision of the estimated expenses shall not affect calculations made
prior thereto and no adjustment shall be made in respect thereof.
(h) Section 3.15 is hereby amended by replacing the second sentence
with the following:
The Creation and Development Fee will accrue on a daily basis at an annual
rate as set forth in the Prospectus for a Trust Fund based on a percentage
of the daily net asset value of the Trust Fund. If the entire Creation and
Development Fee has not been accrued and collected prior to the conclusion
of the primary offering period, any remaining Creation and Development Fee
will be accelerated and collected on or about the conclusion of the primary
offering period.
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In Witness Whereof, Nuveen Investments has caused this Trust
Indenture and Agreement for Nuveen Unit Trusts, Series 132 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 Bank of New York 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.
Nuveen Investments,
Depositor
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------
Authorized Officer
(Seal)
Attest:
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Assistant Secretary
The Bank of New York, Trustee
By /s/ Xxxxx Xxxxxxxxx
----------------------------
Vice President or
Authorized Officer
(Seal)
Attest:
By /s/ Xxxxxxx Xxxx
--------------------------
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Schedule A to the Trust Indenture and Agreement
Securities Initially Deposited
in
Nuveen Unit Trusts, SERIES 132
(Note: Incorporated herein and made a part hereof is the "Schedule(s) of
Investments" as set forth for the Trust Fund(s) in the
Prospectus.)
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