Executed in 7 Parts
Counterpart No. ( )
NATIONAL MUNICIPAL TRUST
SERIES 189
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated January 15, 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:
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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 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"
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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
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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
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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
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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
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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
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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."
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(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
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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
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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):
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"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 their 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 their 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 189
(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.
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E. A Unit is hereby declared initially equal to 1/10,000th.
F. The term "First Settlement Date" shall mean January 22, 1997.
G. The term "Computation Date" shall mean February 10, 1997.
H. The term first "Distribution Date" shall mean February 25, 1997.
I. The term "Monthly Record Date" shall mean the tenth day of each
month commencing March 10, 1997.
J. The term "Monthly Distribution Date" shall mean the twenty-fifth
day of each month following a Monthly Record Date commencing March 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 $3.81.
M. For purposes of this Series -- National Municipal Trust, Series
189 -- 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 $1.30 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 189 is hereby incorporated by
reference herein as Schedule A hereto.
