Executed in 7 Parts
Counterpart No. ( )
NATIONAL MUNICIPAL TRUST
SERIES 193
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated November 19, 1998 among
Prudential Securities Incorporated, as Depositor, The Chase Manhattan Bank, as
Trustee, and Xxxxx S&P Evaluation Services, a division of X.X. Xxxxx Co., Inc.,
as Evaluator, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "National Municipal Trust,
Trust Indenture and Agreement" (the "Basic Agreement") dated September 6, 1989,
as amended. Such provisions as are incorporated by reference constitute a single
instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor, the Trustee, and the Evaluator 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 Basic Agreement 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 except that the Basic Agreement is hereby amended in the following
manner:
A. Article I, entitled "Definitions" shall be amended to add the
following numbered paragraphs and renumber the succeeding paragraphs
accordingly:
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"1. "Additional Bonds" shall mean such Bonds (as defined
herein) as are listed in schedules of a Supplemental Reference Trust
Agreement and which are deposited in connection with an increase in the
number of Units initially specified in a Reference Trust Agreement."
"2. "Additional Deposited Units" shall mean such Deposited
Units (as defined herein) as are listed in schedules of a Supplemental
Reference Trust Agreement and which are deposited in connection with an
increase in the number of Units initially specified in a Reference
Trust Agreement."
"3. "Additional Securities" shall mean such Securities (as
defined herein) as are listed in schedules of a Supplemental Reference
Trust Agreement and which are deposited in con- nection with an
increase in the number of Units initially specified in a Reference
Trust Agreement. "Additional Securities" may consist of "Additional
Bonds" and/or "Additional Deposited Units."
"4. "Additional Units" shall mean such Units (as defined
herein) as are issued in respect of Additional Securities."
"11. "Deferred Sales Charge" shall mean any deferred sales
charge payable in accordance with the provisions of Section 3.15
hereof, as set forth in the prospectus for a Trust."
"32. "Supplemental Reference Trust Agreement" shall mean a
document pursuant to which Additional Units are deposited in connection
with an increase in the number of Units initially specified in a
Reference Trust Agreement."
and to insert the following language in renumbered paragraph
(6) defining "Bonds" after each reference to Reference Trust Agreement:
"and Supplemental Reference Trust Agreements"
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and to replace the last word in renumbered paragraph (6)
defining "Bonds" with the word "relate" and to insert the
following language in renumbered paragraph (10) defining
"Contract Bonds" after the reference to Reference Trust
Agreement and redesignate the subsequent clause accordingly:
"(ii) Bonds listed in schedules of Supplemental
Reference Trust Agreements"
and to add the following language to the end of renumbered
paragraph (28) defining "Securities":
"deposited in trust and listed on a schedule attached
to the Reference Trust Agreement or on any schedule
of a Supplemental Reference Trust Agreement."
and to amend renumbered paragraph (33) defining "Trustee" as
follows:
"Trustee shall mean The Chase Manhattan Bank, or
any successor trustee appointed as hereinafter
provided."
and to add the following language to the end of renumbered
paragraph (36) defining "Unit":
"hereof and increased by the number of Additional
Units created pursuant to Section 2.05 hereof."
B. Article II, entitled "Deposit of Securities; Acceptance of
Trust; Issuance of Units; Form of Certificates", shall be
amended to add a new Section 2.05 entitled "Deposit of
Additional Securities" to read as follows:
"From time to time and in the discretion of the
Depositor, the Depositor may make deposits of
Additional Securities duly endorsed in blank or
accompanied by all necessary instruments
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of assignment and transfer in proper form (or
contracts to purchase Additional Securities and
cash or an irrevocable letter of credit in an
amount necessary to consummate the purchase of any
Additional Securities pursuant to such contracts
("Additional Contract Securities")) and Cash (as
defined below), if Cash is an asset of the Trust
immediately prior to the supplemental deposit,
provided that each deposit of Additional Securities
and Cash, if any, deposited during the 90-day period
following the first deposit of Securities in the
Trust shall replicate, to the extent practicable as
hereinafter provided, the Securities (including
Contract Bonds) and shall exactly replicate Cash
(other than Cash to be distributed only to the
Sponsor or in respect of Units issued and outstanding
prior to the deposit) held in the Trust immediately
prior to each such deposit; and, provided further
that each deposit of Additional Securities and Cash,
if any, subsequent to such 90-day period shall
exactly replicate the Securities (including Contract
Bonds) and Cash (other than Cash to be distributed
only to the Sponsor or in respect of Units issued and
outstanding prior to the deposit) held in the Trust
immediately prior to each such deposit. For purposes
of this Section 2.05 Cash means cash on hand in the
Trust and/or cash receivable by the Trust as of the
date of the supplemental deposit in respect of a
coupon date which has occurred on or before the date
of such supplemental deposit, reduced by payables and
accrued expenses on such date, but shall not include
cash received on any Security which is allocable to
the amount paid to the Unit Holders of record on the
first settlement date for the Trust.
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Accordingly, for a deposit subsequent to the 90-day
period following the first deposit of Securities:
(1) Any Additional Bonds included in a deposit shall
be identical to Bonds held in the Trust immediately prior to
the deposit and in face amounts such that (i) the face amount
of Additional Bonds of a particular issue included in a
deposit divided by (ii) the aggregate of the face amounts of
all Additional Bonds included in the deposit results in a
fraction which is the same as the fraction resulting from
division of (iii) the aggregate face amount of the Bonds of
the same issue held in the Trust divided by (iv) the aggregate
face amount of all Bonds held in the Trust immediately prior
to the deposit;
(2) Any deposit of Additional Securities shall be
accompanied by Cash in an amount bearing the same ratio to the
aggregate face amount of all Additional Bonds in the deposit
as the Cash held in the Trust immediately prior to the deposit
bears to the aggregate face amount of all Bonds held in the
Trust immediately prior to the deposit, exclusive of Cash held
in the Trust and designated for distribution only to the
Sponsor or with respect to Units issued and outstanding prior
to the deposit; and
(3) Any Additional Deposited Units included in a
deposit shall be identical with Deposited Units then held in
the Trust and shall be in numbers determined by multiplying
the number of Deposited Units with respect to a particular
prior series of the National Municipal Trust held in the Trust
immediately prior to the deposit by the fraction obtained by
dividing the face amount of all Additional Bonds included in
the deposit by the face amount of all Bonds included in the
Trust immediately prior to the deposit;
and for a deposit during the 90-day period following the first
deposit of Securities in the Trust, the rules stated in
paragraphs (1), (2) and (3) of this Section 2.05 shall apply
ex-
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cept that any Additional Securities (including Additional
Contract Securities) need be only substantially similar
(rather than identical to) Securities held in the Trust
immediately prior to the deposit and the proportionality
requirements need be met only to the extent practicable.
Without limiting the generality of the phrase "to the extent
practicable", if the Depositor specifies a minimum face amount
of a Bond or minimum number of Deposited Units with respect to
a particular trust to be included in a deposit and such
minimum requirement cannot be met or if a Security identical
to a Security held in the Trust is not readily obtainable,
substitution of other substantially similar Securities
(including Securities of an issue originally deposited) in
order to meet the foregoing proportionality requirements shall
be considered as a meeting of such requirements "to the extent
practicable".
Each deposit of Additional Securities shall be listed in and
made in accordance with a Supplementary Schedule to the
Reference Trust Agreement stating the date of such deposit and
the number of Additional Units being issued therefor. The
execution by the Depositor in connection with the deposit of
Additional Securities of a Supplementary Schedule to the
Reference Trust Agreement shall constitute the approval by the
Depositor as satisfactory in form and substance of the
contracts to be entered into or assumed by the Trustee with
regard to any Additional Securities listed on such
Supplementary Schedule and authorization to the Trustee on
behalf of the Trust to enter into or assume such contracts and
otherwise to carry out the terms and provisions thereof or to
take other appropriate action in order to complete the deposit
of the Additional Securities covered thereby into the Trust."
C. Article III, entitled "Administration of Trust", shall be
amended as follows:
(i) Section 3.01 Initial Costs shall be amended to
substitute the following language:
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Section 3.01. Initial Cost The costs of organizing the Trust
and sale of the Trust Units shall, to the extent of the
expenses reimbursable to the Depositor provided below, be
borne by the Unit Holders, provided, however, that, to the
extent all of such costs are not borne by Unit Holders, the
amount of such costs not borne by Unit Holders shall be borne
by the Depositor and, provided further, 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. Upon notification
from the Depositor that the primary offering period is
concluded, 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 and sale of the Trust Units in an amount certified
to the Trustee by the Depositor. If the 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. The reimbursement provided for in this section
shall be for the account of the Unitholders of record at the
conclusion of the primary offering period and shall not be
reflected in the computation of the Unit Value prior thereto.
As used herein, the Depositor's reimbursable expenses of
organizing the Trust and sale of the Trust Units 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,
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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. Any cash which the Depositor has
identified as to be used for reimbursement of expenses
pursuant to this Section shall be reserved by the Trustee for
such purpose and shall not be subject to distribution or,
unless the Depositor otherwise directs, used for payment of
redemptions in excess of the per-Unit amount allocable to
Units tendered for redemption.
(ii) section 3.05 Distribution shall be amended by replacing
"$1.00" with "$5.00" in the first and last sentences of the
third paragraph;
(iii) section 3.05 shall be further amended to add the following
paragraph after the end thereof: "On each Deferred Sales
Charge payment date set forth in the prospectus for a Trust,
the Trustee shall pay the account created pursuant to
Section 3.15 the amount of the Deferred Sales Charge pay- able
on each such date as stated in the prospectus for a Trust.
Such amount shall be withdrawn from the Principal Account and
the Income Account from the amounts therein designated for
such purpose or otherwise deducted from such accounts."
(iv) sections 3.06 A(3) and 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge and organization
costs paid".
(v) section 3.07 shall be amended by adding the following at the
end thereof: "In or-
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der to pay the Deferred Sales Charge and the organization
costs, the Trustee shall sell or liquidate such an amount of
Securities at such time and from time to time and in such
manner as the Depositor shall direct such that the proceeds of
such sale or liquidation shall be sufficient to pay the amount
required to be paid to the Depositor pursuant to the Deferred
Sales Charge program and pursuant to the organization cost
disclosure as set forth in the prospectus for a Trust."
(vi) section 3.14 Replacement Bond shall be amended by deleting
from part (vi) of the second sentence the words "in the
category A or better" and inserting after the word
"organization" the words "in the same category as the Contract
Bond which it replaces";
D. Section 3.15 shall be added as follows:
Section 3.15. Deferred Sales Charge. If the Reference Trust Agreement
and prospectus for a Trust specifies a Deferred Sales Charge, the
Trustee shall, on the dates specified in and as permitted by the
prospectus, withdraw from the Income Account or from the Principal
Account, as directed by the Depositor, an amount per Unit specified in
the prospectus and credit such amount to a special, non-Trust account
maintained at the Trustee out of which the Deferred Sales Charge will
be distributed to the Depositor. If the balances in the Income and
Principal Accounts are insufficient to make any such withdrawal, the
Trustee shall, as directed by the Depositor, either advance funds in
an amount equal to the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional monies in
the Income Account or the Principal Account, sell Securities and
credit the proceeds thereof to such special Depositor's Account or
credit Securities in kind to such special Depositor's Account. Such
directions shall identify the Securities, if any, to be sold or
distributed in kind and shall contain, if the Trustee is directed by
the Depositor to sell a Security, instructions as to execution of such
sales. If a Unit Holder re-
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deems Units prior to full payment of the Deferred Sales Charge, the
Trustee shall, if so provided in the Reference Trust Agreement and
prospectus, on the Redemption Date, withhold from the Redemption Price
payment to such Unit Holder an amount equal to the unpaid portion of
the Deferred Sales Charge as such amount is certified by the Depositor
to the Trustee prior to the Redemption Date, upon which certification
the Trustee shall be entitled to rely, and distribute such amount to
such special Depositor's Account or, if the Depositor shall purchase
such Unit pursuant to the terms of Section 5.02 hereof, the Depositor
shall pay the Redemption Price for such Unit less the unpaid portion of
the Deferred Sales Charge. The Depositor may at any time instruct the
Trustee to distribute to the Depositor cash or Securities previously
credited to the special Depositor's Account.
E. Article VI, entitled "Trustee", section 6.01 General Definition of
Trustee's Liabilities, Rights and Duties shall be amended as follows:
(i) Section 6.01(g) shall be amended by deleting the word
"originally"
(ii) Section 6.01(g) shall be amended by inserting the phrase
"including supplemental deposits, if any, of Securities in the
Trust" after the first reference to "Trust".
F. Article IX, entitled "Additional Covenants; Miscellaneous Provisions",
Section 9.01 Amendments shall be amended as follows:
(i) To add the following phrase after the word "Indenture" in (1):
"except as the result of the deposit of
Additional Securities, as herein provided"
(ii) To add the following phrase after the word "Bonds" in (2):
"except in the manner permitted by the In-
denture as in effect on the first deposit
of Securities".
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G. Reference to Standard & Poor's Corporation in its capacity as
Evaluator is replaced by Xxxxx S&P Evaluation Services, a division of
X.X. Xxxxx Co., Inc., throughout the Basic Agreement.
H. Reference to Prudential-Bache Securities Inc. in its capacity as
Sponsor is replaced by Prudential Securities Incorporated throughout
the Basic Agreement.
I. Reference to United States Trust Company of New York in its capacity
as Trustee is replaced by The Chase Manhattan Bank throughout the
Basic Agreement.
PART II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated National Municipal
Trust, Series 193 (the "National Trust").
B. The interest-bearing obligations listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been or are to be
deposited in trust under this Indenture.
C. The term "Depositor" shall mean Prudential Securities Incorporated.
D. The aggregate number of Units referred to in Sections 2.03 and 9.01
of the Basic Agreement is 10,000.
E. A Unit is hereby declared initially equal to 1/10,000th.
F. The term "First Settlement Date" shall mean November 25, 1998.
G. The term "Computation Date" shall mean December 10, 1998.
H. The term first "Distribution Date" shall mean December 25, 1998.
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I. The term "Monthly Record Date" shall mean the tenth day of each
month commencing January 10, 1999.
J. The term "Monthly Distribution Date" shall mean the twenty-fifth
day of each month following a Monthly Record Date commencing January 25, 1999.
K. The Trust will terminate on the date of maturity, redemption, sale
or other disposition of the last Security held in the Trust.
L. The first distribution to Monthly Unit Holders will be a
distribution in the amount of $2.05.
M. For purposes of this Series -- National Municipal Trust, Series 193
-- the form of Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the Special Terms and
Conditions of Trust set forth herein as may be appropriate.
N. The Sponsor's Annual Portfolio Supervision Fee shall be a maximum
of $.25 per $1,000 principal amount of underlying Bonds.
O. The Trustee's Annual Fee as set forth in the Indenture in Section
6.04 shall be $1.14 per $1,000 principal amount of Bonds under the monthly
distribution option.
P. The Units of the Trust shall be subject to a deferred sales charge.
[Signatures and acknowledgments on separate pages]
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The Schedule of Portfolio Securities in Part A of the prospectus
included in this Registration Statement for Series 193 is hereby incorporated by
reference herein as Schedule A hereto.
