Exhibit 4.b
Executed in 7 Parts
Counterpart No. ( )
NATIONAL MUNICIPAL TRUST
SERIES 190
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated May 7, 1997 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:
-2-
"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 connection 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"
and to replace the last word in renumbered paragraph (6) defining
"Bonds" with the word "relate"
-3-
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 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
-4-
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.
Accordingly, for a deposit subsequent to the 90-day
period following the first deposit of Securities:
(l) 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
-5-
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
-6-
this Section 2.05 shall apply except 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
-7-
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) The first part of the first sentence of Section 3.01 Initial
Costs shall be amended to substitute the following language
before the phrase "provided, however":
"With respect to the Trust, the cost of the preparation and
printing of the Certificates, Indenture, Registration Statement
and other documents relating to the Trust, Federal and State
registration fees and costs, the initial fees and expenses of the
Trustee and Evaluator, legal and auditing expenses and other
out-of-pocket organizational expenses, to the extent not borne by
the Depositor, shall be paid by the Trust;"
Section 3.01 shall be further amended to add the following
language:
"To the extent the funds in the Interest and Principal Accounts
of the Trust shall be insufficient to pay the expenses borne by
the Trust specified in this Section 3.01, the Trustee shall
advance out of its own funds and cause to be deposited and
credited to the Interest Account such amount as may be required
to permit payment of such expenses. The Trustee shall be
reimbursed for such advance in the manner provided in Section
3.05 at the rate of accrual set forth in the next sentence, and
the provisions of Section 6.04 with respect to the reimbursement
of disbursements for Trust expenses including, without
limitation, the lien in favor of the Trustee therefor, shall
apply to the payment of expenses made pursuant to
-8-
this Section. For purposes of calculation of distributions under
Section 3.05 and the addition provided in clause (4) of Section
5.01, the expenses borne by the Trust pursuant to this Section
shall be deemed to accrue at a daily rate over the time period
specified for their amortization provided in the Prospectus;
provided, however, that nothing herein shall be deemed to
prevent, and the Trustee shall be entitled to, full
reimbursement for any advances made pursuant to this Section no
later than the termination of the Trust. The Depositor will
provide the Trustee with a written estimate of organizational
expenses upon which the Trustee shall be entitled to rely unless
and until a revised written estimate of such expenses is
delivered to the Trustee by the depositor, in which event the
Trustee shall make appropriate adjustments to Unit Value and the
evaluation of the Trust pursuant to Section 5.01, and to the
accrual of such expenses of purposes of calculating
distributions."
(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 payable 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."
-9-
(iv) sections 3.06 A(3) and 3.06B(3) shall be amended by adding
the following: "and any Deferred Sales Charge paid".
(v) section 3.07 shall be amended by adding the following at the
end thereof: "In order to pay the Deferred Sales Charge, 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 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
-10-
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
redeems 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 V, entitled "Trust Evaluation; Redemption, Purchase,
Transfer, Interchange or Replacement of Certificates," Section 5.01
Trust Evaluation shall be amended as follows:
(i) the second sentence of the first paragraph of Section 5.01
shall be amended by deleting the word "and" appearing immediately
prior to subsection (3) of such sentence and inserting the
following at the end of such sentence: ", and (4) amounts
representing organizational expenses paid less amounts
representing accrued organizational expenses of a Trust."
(ii) The following shall be added at the end of the first
paragraph of Section 5.01:
Until the Depositor has informed the Trustee that there will
be no further deposits of Additional Securities pursuant to
section 2.05, the Depositor shall provide the Trustee with
-11-
written estimates of (i) the total organizational expenses to be
borne by the Trust pursuant to Section 3.01 and (ii) the total
number of Units to be issued in conneciton with the initial
deposit and all anticipated deposits of Additional Securities.
For purposes of calculating the value of the Trust and Unit
Value, the Trustee shall treat all such anticipated expenses as
having been paid and all liabilities therefor as having been
incurred, and all Units as having been issued, in each case on
the date of the Reference Trust Agreement, and, in connection
with each such calculation, shall take into account a pro rata
portion of such expense and liability based on the actual number
of Units issued as of the date of such calculation. In the event
the Trustee is informed by the Depositor of a revision in its
estimate of total expenses or total Units and upon the conclusion
of the deposit of Additional Securities, the Trustee shall base
calculations made thereafter on such revised estimates or actual
expenses, respectively, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made
in respect thereof.
F. 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".
G. 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):
-12-
"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 Indenture as in effect
on the first deposit of Securities".
H. 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.
I. Reference to Prudential-Bache Securities Inc. in its capacity as
Sponsor is replaced by Prudential Securities Incorporated throughout
the Basic Agreement.
J. 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 190
(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.
-13-
E. A Unit is hereby declared initially equal to 1/10,000th.
F. The term "First Settlement Date" shall mean May 13, 1997.
G. The term "Computation Date" shall mean June 10, 1997.
H. The term first "Distribution Date" shall mean June 25, 1997.
I. The term "Monthly Record Date" shall mean the tenth day of each
month commencing July 10, 1997.
J. The term "Monthly Distribution Date" shall mean the
twenty-fifth day of each month following a Monthly Record Date commencing
July 25, 1997.
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 $4.10.
M. For purposes of this Series -- National Municipal Trust, Series 190
-- 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 $1.33 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]
-14-
The Schedule of Portfolio Securities in Part A of the prospectus included
in this Registration Statement for Series 190 is hereby incorporated by
reference herein as Schedule A hereto.
