EXHIBIT 1.1(B)
NUVEEN TAX-FREE UNIT TRUST, SERIES 1137
TRUST INDENTURE AND AGREEMENT
DATED DECEMBER 21, 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 Tax-Free
Unit Trust, Series 823 and subsequent Series, effective September 7, 1995"
(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 the
amount set forth under the captions "Essential Information -- Fractional
Undivided Interest in the Trust per Unit" in the Prospectus.
(c) The number of Units created of a Trust are as set forth under the
caption "Essential Information -- Number of Units" in the Prospectus for each
Trust.
(d) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the phrase "Nuveen Tax-Exempt Unit Trust" shall be hereby
replaced with the phrase "Nuveen Tax-Free Unit Trust."
(e) All references to "The Chase Manhattan Bank (National Association)" in
the Standard Terms and Conditions of Trust shall be replaced with "The Chase
Manhattan Bank."
(f) 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 Bonds 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 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 Bonds, 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 Bonds 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.
(g) The following two paragraphs shall be substituted for the first
paragraph of Section 4.01:
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 bonds) or moneys in the process of being collected from
matured interest coupons or bonds matured or called for redemption prior to
maturity, (2) the value of each issue of the Bonds 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
Bonds 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 Bonds 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 Bonds, on the basis of bid prices for
comparable bonds, or (iii) by causing the value of the Bonds in the Trust to be
determined by others engaged in the practice of evaluating, quoting or
appraising bonds. 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.
(h) 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 Tax-Free Unit Trust, Series 1137 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 Xxxx Xxxxxxxxx
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 TAX-FREE UNIT TRUST, SERIES 1137
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for each Trust in the Prospectus.)
