NATIONAL MUNICIPAL TRUST
Series 183
FORM OF
AGREEMENT AMONG UNDERWRITERS
We wish to confirm as follows the agreement among
Prudential Securities Incorporated ("Prudential Securities")
and the firms named in Exhibit A hereof (the "Agreement") (Pru-
dential Securities is sometimes hereinafter called the "Spon-
sor," and Prudential Securities and such firms are sometimes
hereinafter collectively called the "Underwriters"), with
respect to the underwriting of the above-referenced Series of
National Municipal Trust (collectively, the "Trust").
The Trust will be created under the laws of the State
of New York by a Trust Indenture and Agreement dated the date
hereof (the "Trust Agreement") among Prudential Securities, as
Sponsor, The Chase Manhattan Bank (National Association), as
Trustee, and Xxxxx S&P Evaluation Services, a division of X.X.
Xxxxx Co., Inc., as Evaluator. The Trust will consist of the
total number of Units shown on the completed Exhibit A hereto
(the "Units") of fractional undivided interest. The respective
percentage interests of each Underwriter ("Underwriting Per-
centages") in the Underwriting Account are as specified on
-2-
Exhibit A hereto as modified by the Sponsor in its sole discretion based on
a reallocation of Units on the date of effectiveness of the Registration
Statement.
The aggregate participation of the Underwriters in the
transactions contemplated by this Agreement shall be herein referred to as
the "Underwriting Account."
1. Authority and Compensation of Representative. We hereby
authorize Prudential Securities to act as Representative of the
Underwriters and as such to take all such action as it in its discretion
may deem necessary or advisable in order to carry out the provisions of
this Agreement and of the Trust Agreement. We agree to execute such powers
of attorney evidencing the powers granted to Prudential Securities
hereunder upon Prudential Securities' request in such form and at such
times as Prudential Securities may deem appropriate and advisable. We
agree that any and all action taken by Prudential Securities hereunder
shall be deemed to have been authorized by each Underwriter and to have
been taken by it on behalf of each Underwriter.
2. The Trust. The Sponsor has caused the Trust to register
as a "Unit Investment Trust" under the Investment Company Act of 1940 (the
"1940 Act") by filing a Notification of
-3-
Registration on Form N-8A and a Registration Statement for the Unit
Investment Trust on Form N-8B-2 together with any necessary amendments
thereto with the Securities and Exchange Commission (the "Commission").
The Sponsor has also caused the Trust to file with the Commission a
registration statement on Form S-6 concerning the Units under the
Securities Act of 1933 (the "1933 Act"), including a proposed form of
prospectus (the "Preliminary Prospectus"). Copies of the aforesaid
registration statement and related Preliminary Prospectus contained therein
have been delivered to us. The registration statement on Form S-6 is not
yet effective.
The registration statement on Form S-6 as finally amended and
revised at the time it becomes effective is herein referred to as the
"Registration Statement" and the related prospectus is herein referred to
as the "Prospectus" except that if a prospectus is subsequently filed on
behalf of the Trust which differs from the prospectus on file at the time
the Registration Statement shall become effective, the term "Prospectus"
shall refer to the prospectus subsequently filed from and after the date on
which it shall have been filed.
We hereby authorize the Sponsor to take all such action on our
behalf related to the above as the Sponsor or its
-4-
counsel shall deem necessary and advisable and to file and approve on our
behalf any and all amendments or supplements to said registration statement
and related filings as the Sponsor or its counsel deem necessary and
advisable. We confirm that we agree to furnish the Sponsor upon the
Sponsor's request with such information as will be required to ensure that
such registration statement, the Prospectus and all other related documents
are correct insofar as they relate to us.
Except as set forth in Section 12 hereof, it is understood that
none of us makes any representations or warranties or assumes any
responsibility with respect to the validity, accuracy or adequacy of the
documents filed under, and action taken pursuant to, the 1933 Act, the 1940
Act and the rules and regulations of the Commission under such Acts and
action taken under Blue Sky or securities laws of the various states.
We agree that none of the Underwriters shall have any liability
(as Representative or otherwise) with respect to the issue, form, validity,
legality, enforceability, value of, tax status or title to the Securities
(hereinafter defined).
Prudential Securities will inform the Underwriters, upon
request, of the states and other jurisdictions of the
-5-
United States in which it is believed that the Units are qualified for sale
under, or are exempt from the requirements of their respective securities
laws, but Prudential Securities assumes no responsibility with respect to
the Underwriters' right to sell Units in any jurisdiction.
3. Profit or Loss in Acquisition of Securities. It is
understood that the acquisition of state, municipal and public authority
debt obligations or contracts for the purchase thereof (the "Securities")
for deposit in the portfolio of the Trust shall be at the cost and risk of
the Underwriting Account. Accordingly, if the aggregate valuation of the
Securities as of the Evaluation Time set forth in the Registration
Statement on the date of effectiveness of the Registration Statement, on
the basis of the Evaluator's determination of offering price, shall exceed
their aggregate acquisition cost to the Underwriting Account, any such
excess (the "Acquisition Profit") shall belong to the Underwriting Account
provided, however, that such Acquisition Profit shall be reduced by 20% of
the Acquisition Profit. On the other hand, if the aggregate valuation of
such Securities in the Trust, as determined on the date of effectiveness of
the Registration Statement, shall be less than their aggregate cost to the
Sponsor, any such loss shall be borne by the Sponsor.
-6-
We authorize the Sponsor acting as our agent and on our behalf
to accumulate the Securities for deposit in the Trust. The Securities
shall consist of obligations of the type and quality described in the
Prospectus. We authorize the Sponsor to purchase Securities from any
seller including the Sponsor and any of the Underwriters.
We agree that we shall furnish to the Sponsor in writing any
information regarding Securities sold by us to the Underwriting Account
which the Sponsor deems necessary for inclusion in the Prospectus,
including the date on which such Securities were acquired by us, the price
of acquisition, and, if the sale is made by us as a member of such
syndicate, our participation as a member of such syndicate. If Securities
purchased from us were initially acquired by us from the manager of a
syndicate of which we are or were a member or manager, we agree that there
shall be furnished to the Sponsor in writing such estimates as to our
participation in the profit to the syndicate resulting from such sale as
may be practicable under the circumstances.
If at any time prior to the deposit of Securities in the Trust,
Prudential Securities shall determine that it is impracticable or
inadvisable to complete the acquisition of
-7-
Securities or the deposit of such Securities into the Trust because of
unfavorable market conditions or for other reasons adversely affecting such
acquisition or the offering of Units hereunder, we authorize the Sponsor to
sell for the Underwriting Account the Securities acquired prior to such
determination in such manner, at such times and at such prices as the
Sponsor shall deem advisable and any and all gains or losses relating to
such sale shall belong solely to the Sponsor.
4. Purchase of Units. Each of the Underwriters hereby
agrees to purchase from the Underwriting Account and to pay for as
hereinafter provided the number of Units set forth opposite its name on
Exhibit A hereto and shall be entitled to the percentage of Underwriting
Account profits and shall bear the percentage of Underwriting Account
losses determined as follows:
The Underwriting Percentages in the Underwriting Account for
Prudential Securities and the other Underwriters shall be as specified in
Exhibit A hereto as modified by the Sponsor with the agreement of one or
more Underwriters, provided, however, that such agreement need not be
obtained by the Sponsor from the Underwriter(s) if the change in the Number
of Units to be underwritten is made pursuant to the last paragraph
-8-
of this section 4. Such Underwriters other than the Sponsor shall not
participate in the profits, losses, expenses or liabilities of the
Underwriting Account, except: (i) as specified in Sections 4, 6 and 7
hereof; and (ii) each Underwriter who is not a Sponsor shall be entitled to
its share of its Underwriting Percentage (i.e., 66% of its pro rata share
on the basis of 250 or more Units purchased hereunder,1 and 50% of its pro
rata share on the basis of at least 100 Units but not more than 249 Units
purchased hereunder) of the net portfolio profits, if any, of the Trust.
Notwithstanding any provision to the contrary, the Underwriters other than
the Sponsor shall be entitled, at the sole discretion of Prudential
Securities, to the trading profits of Prudential Securities only to the
extent of such profits, if any, in the accumulation account specifically
designated by Prudential Securities for this particular Trust on the date
of deposit with the Trustee, as shown in the portfolio of the final
prospectus.
_________________________
1 In lieu of the foregoing Underwriting Percentage and concession
provisions, if an Underwriter purchases 1,000 or more Units, it may
elect, by making the appropriate designation on the Form of
Acceptance attached hereto as Exhibit B, to receive (i) an
Underwriting Percentage of the net portfolio profits, if any, of the
Trust equal to 50% of its pro rata share and (ii) a greater
concession as determined by the Sponsor.
-9-
The final determination of the respective Underwriting
Percentages of all Underwriters shall be made by Prudential Securities as
of the date the Securities are deposited in the Trust, provided, however,
that Prudential Securities may revise such determination on the date of
effectiveness of the Registration Statement which revised Underwriting
Percentages shall be binding on all Underwriters as of such date. The
price to be paid by each Underwriter other than the Sponsor for each such
Unit shall be the Public Offering Price per Unit, as of the Evaluation Time
set forth in the Prospectus, on the effective date of the Registration
Statement less a take down as determined by the the Sponsor prior to the
offering. At the Date of Deposit the Sponsor and at the effective date of
the Registration Statement the other Underwriters named above will each
become an owner of such Units and be entitled to the benefits and subject
to the risks inherent therein. Payment for the Units shall be made by the
Underwriters by delivering to Prudential Securities within five (5)
business days of the effective date of the Registration Statement a
certified or bank cashier's check in New York Clearing House funds payable
to the order of Prudential Securities Incorporated.
Prudential Securities is authorized to increase or decrease the
number of Units to be underwritten and,
-10-
correspondingly, the amount of Securities to be offered by a maximum of 50%
if Prudential Securities shall deem it advisable and practicable to do so.
In the event Prudential Securities shall elect to decrease the number of
Units hereunder, Prudential Securities shall have the right but not the
obligation to decrease our Unit commitment proportionately by notifying us
of such election by telephone and promptly confirm by telegraph, telecopy
or writing. In the event that Prudential Securities shall elect to
increase the number of Units to be underwritten and, correspondingly, the
amount of Securities to be offered, by more than 50% after the date of
execution and delivery of a Form of Acceptance in connection with this
Agreement by an Underwriter, Prudential Securities shall have the right to
do so by notifying each such Underwriter of such election by telephone and
promptly confirm by telegraph, telecopy or writing.
5. Public Offering. A public offering of the Units is to be
made, as herein provided, as soon after the Registration Statement relating
thereto shall become effective as in the Representative's judgment is
advisable. The public offering is to be made only pursuant to the terms of
the Prospectus and in accordance with the 1933 Act and 1940 Act. We
authorize Prudential Securities to change the terms and conditions of the
public offering. Each of us agrees, as required by Section
-11-
22(d) of the 1940 Act, to offer and sell our Units at the then effective
respective public offering price and sales charges as described in the
Prospectus.
It is agreed that part or all of the Units purchased by us may
be sold to dealers at the then effective Public Offering Price, less the
dealer's concession described in the Prospectus, as adjusted from time to
time by Prudential Securities, subject to the Rules of Fair Practice of the
National Association of Securities Dealers. Any dealer shall be a member
of said Association or a foreign dealer, not eligible for membership in
said Association, who has agreed to conform to the Rules of Fair Practice
of said Association. All transactions with dealers shall be effected
solely by Prudential Securities and we authorize Prudential Securities to
determine the form and manner of any communications or agreements with
dealers.
From time to time prior to the termination of this Agreement,
at Prudential Securities' request, we will advise Prudential Securities of
the number of our Units which remain unsold and, at Prudential Securities'
request, we agree to deliver to Prudential Securities any of such unsold
Units.
-12-
If prior to the termination of this Agreement, or such earlier
date as Prudential Securities may determine and advise us thereof in
writing, Prudential Securities shall purchase or contract to purchase any
of our Units or any Units issued in exchange therefor, in the open market
or otherwise, or if any such Units shall be tendered to the Trustee for
redemption because not effectively placed for investment by us, we agree to
repurchase such Units at a price equal to the total cost of such purchase,
including accrued interest and commissions, if any, and transfer taxes on
redelivery. Regardless of the amount paid on the repurchase of any such
Units, it is agreed that they may be resold by us only at the then
effective Public Offering Price.
Until the termination of this Agreement we agree that we will
make no purchase of Units other than (i) purchases provided for in this
Agreement; (ii) purchases approved by you; and (iii) purchases as broker in
executing unsolicited orders.
In response to the Order heretofore entered by the Commission
pursuant to Section 6(c) of the 1940 Act granting exemption from the
provisions of Section 14(a) of the 1940 Act, we hereby agree as follows:
-13-
(a) we will refund all sales charges to purchasers of Units
from us or any dealer participating in the distribution of Units if,
within ninety (90) days from the time that the Registration Statement
of the respective Units under the 1933 Act shall have become
effective, (i) the net worth of the Trust shall be reduced to less
than $1,000,000 principal amount of Securities originally deposited
therein, or (ii) the Trust shall have been terminated;
(b) Prudential Securities may instruct the Trustee on the
Date of Deposit, in the event that redemption by any of the
Underwriters of Units constituting part of any unsold allotment of
Units shall result in the Trust having a net worth of less than 40%
of the principal amount of Securities originally deposited therein,
to terminate the Trust in the manner provided in the Trust Agreement
and distribute the Securities and other assets of the Trust pursuant
to the provisions of the Trust Agreement; and
(c) in the event that the Trust shall have been terminated
pursuant to (b) above, we will refund any sales charges to any
purchaser of such Units purchased from us, or purchased from a dealer
participating in the
-14-
distribution of such Units owned by us. We authorize you to charge
our account for all refunds of sales charges in respect of our Units.
We authorize the Sponsor, acting as our agent and in our
behalf, to deposit the Securities in the Trust at such time after the
acquisition of the Securities as it deems appropriate and to receive in
exchange therefor for our account a certificate representing a fractional
undivided interest in the Trust equivalent to our Underwriting Percentage.
We authorize the Sponsor to retain custody of the certificate so acquired
for our account until delivered to us or sold for our account in accordance
with this Agreement.
6. Allocation of Expense and Liability.
(a) The Sponsor agrees to pay all expenses incurred in
connection with the establishment of the Trust up to the Date of Deposit,
except that interest paid in connection with carrying the Securities up to
the Date of Deposit and Units up to the first expected date of settlement
on the Units, Securities and Exchange Commission and state securities
commission ("Blue Sky") filing fees, transfer taxes on sales made by Pru-
dential Securities for the account of the Underwriters, and charges for
post-effective amendments to the Registration
-15-
Statement shall be borne by the Underwriters (including the Sponsor) on the
basis of their respective Underwriting Percentages. Prudential Securities'
determination of all such expenses and the amount thereof shall be final
and conclusive. Funds for our account at any time in your hands as our
Representative may be held in your general funds without accountability for
interest. Payment to any party having expended more than its share of such
expenses shall be made as soon as practicable after the termination of this
Agreement.
(b) Each Underwriter shall be supplied with such number of
Preliminary Prospectuses and final Prospectuses as shall be agreed between
such Underwriter and the Representative and each Underwriter will pay the
actual cost to the Underwriting Account (as determined by Prudential
Securities) of any additional prospectuses so requested.
7. Liability for Future Claims. No statement by Prudential
Securities of the total amount of expenditures shall constitute any
representation by Prudential Securities as to the existence or non-
existence of possible unforeseen expenses or liabilities of or charges
against any of us. Notwithstanding the payment by one of us or the
termination of this Agreement or both, each of us shall be and remain
liable for, and
-16-
will pay on demand our proportionate share (based on our Underwriting
Percentage) of any claim, demand or liability which may be incurred by the
Underwriters or any one of them as a result of the transactions
contemplated by this Agreement.
8. Opinions Of Legal Counsel and Accountants. After the
effectiveness of the Registration Statement under the 1933 Act, there shall
be furnished to each of us copies of all legal opinions and accountants'
reports which are delivered to the Sponsor, the Trustee and the Trust.
9. Substitution. Until the termination of this Agreement,
each Underwriter authorizes Prudential Securities to arrange for the
substitution hereunder of other persons, who may include any Underwriter,
for all or any part of the commitment of any non-defaulting Underwriter
with the consent of such Underwriter, and of any defaulting Underwriter
without the consent thereof, upon such terms and conditions as Prudential
Securities may deem advisable, provided that such substitution shall not in
any way affect the liability of any defaulting Underwriter to the other
Underwriters for damages from such default, nor relieve any other
Underwriter of any obligation under this Agreement. The expenses
chargeable to the account of any defaulting Underwriter and not paid for by
it or by the
-17-
person substituted for such Underwriter and any additional losses or
expenses arising from such default shall be considered to be expenses of
the Underwriting Account and shall be charged against the accounts of the
non-defaulting Underwriters in proportion to their respective Underwriting
Percentages.
10. Termination of Agreement. This Agreement shall terminate
thirty (30) days after the date on which the public offering of the Units
is made in accordance with Section 5 unless previously terminated by
Prudential Securities, provided that Prudential Securities may extend this
Agreement for not more than four successive periods of thirty (30) days
each upon notice to each of the Underwriters.
Upon termination of this Agreement, or prior thereto, at its
discretion, Prudential Securities, after charging or crediting to the
Underwriting Account amounts authorized by Sections 1, 3, 4, 6 and 7 hereof
and making such other credits or charges to the Underwriting Account as are
authorized by the provisions of this Agreement, the Underwriting Account
hereunder shall be settled and any amount due and owing thereunder shall be
paid to or by the respective Underwriters, as the case may be, in
accordance with their respective Underwriting Percentages and their
obligations pursuant to Section 4 hereof.
-18-
Each Underwriter, other than the Sponsor, shall pay the amount it owes
pursuant to Sections 4 and 6(b) hereof by delivering a check payable in New
York Clearing House funds to the order of Prudential Securities
Incorporated to Prudential Securities' office at 0 Xxx Xxxx Xxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 10292-2014, on or before 10:00 a.m. New York
time, on the fifth business day after the date hereof.
Notwithstanding any settlement on the termination of this
Agreement, the Sponsor agrees to pay its Underwriting Percentage of any
amount payable on account of any claim, demand or liability which may be
asserted against the Underwriters or any of them, arising out of the
transactions contemplated by this Agreement. Each Underwriter agrees to
pay any stamp taxes which may be assessed and paid after such settlement on
account of the Units received or sold hereunder for its account.
Notwithstanding any termination of this Agreement, no sale of
the Units shall be made by us at any time except in conformity with the
provisions of Section 22(d) of the 1940 Act.
11. General Position of the Representative. In taking action
under this Agreement, Prudential Securities shall act only as agent of the
Underwriters. Its authority as
-19-
Representative of the Underwriters shall include the taking of such actions
as it may deem advisable in respect to all matters pertaining to the
carrying out of the provisions of this Agreement and of the Trust
Agreement. Prudential Securities shall be under no liability for or in
respect of the value of the Units or the validity or the form thereof, the
Registration Statement, the Preliminary Prospectus, the Prospectus, or
other instruments; or for the performance by others of any agreement on
their part; nor shall Prudential Securities, as such Representative or
otherwise, be liable to the Underwriters under any of the provisions hereof
or for any matters connected herewith, except for want of good faith; and
no obligation not expressly assumed by Prudential Securities as such
Representative herein shall be implied from this Agreement. In
representing the Underwriters hereunder, Prudential Securities shall act as
the Representative of each of them respectively. Nothing herein contained
shall constitute the Underwriters partners with Prudential Securities or
with each other, or render any Underwriter liable for the commitments of
any other Underwriter, except as otherwise provided herein. The
commitments and liabilities of each of the Underwriters are several in
accordance with their respective underwriting obligations and are not
joint.
-20-
12. Indemnification. Each Underwriter agrees to indemnify
and hold harmless each other Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act
or Section 20 of the Securities Exchange Act of 1934 from and against any
and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus if used within the period of
sixteen months after the effective date of the Registration Statement and
if used as amended and supplemented by all amendments or supplements
thereto which have been furnished to such Underwriter or caused by any
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not mis-
leading, in each case to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon
or in conformity with information furnished to Prudential Securities by
such Underwriter for use in the preparation of the materials, or any
amendment or supplement thereto, and included or incorporated by reference
in the Prospectus under "Public Offering of Units - Sponsor's and
Underwriters' Profits," and "Sponsor" or Part II of the Registration
Statement. This indemnity agreement will be in
-21-
addition to any liability which such Underwriter may otherwise have,
provided that this indemnity agreement with respect to the Preliminary
Prospectus shall not inure to the benefit of any Underwriter (or to the
benefit of any person controlling such Underwriter) on account of any
losses, claims, damages or liabilities arising from the sale of Units to
any person if a copy of the Prospectus (as amended and supplemented by all
amendments or supplements thereto which have been furnished to such
Underwriter) shall not have been sent, mailed or given to such person, if
required by the Securities Act of 1933, at or prior to the written
confirmation of the sale of such Units to such person.
In case any action shall be brought against any Underwriter or
any person controlling such Underwriter based upon the Registration
Statement or the Prospectus or any amendment or supplement thereto and in
respect of which indemnity may be sought against any other Underwriter,
such Underwriter shall promptly notify the indemnifying Underwriter in
writing and the indemnifying Underwriter shall assume the defense thereof,
including the employment of counsel and the payment of all expenses. Any
Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action and participate in the defense thereof,
but the fees and
-22-
expenses of such counsel shall be at the expense of such Underwriter or
such controlling person unless the employment of such counsel has been
specifically authorized by each other Underwriter. No indemnifying
Underwriter shall be liable for any settlement of any such action effected
without its consent, but if settled with its consent or if there be a final
judgment for the plaintiff in any such action, each Underwriter agrees to
indemnify and hold harmless any Underwriter and any such controlling person
from and against any loss or liability by reason of such settlement or
judgment.
The indemnity agreement contained in this Section 12 shall
remain operative and in full force and effect regardless of (i) the
termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter, or
(iii) acceptance of and payment for the Units.
13. Miscellaneous. Nothing herein contained shall be deemed
to protect or purport to protect any person against any liability to the
Trust or to the Unit Holders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of the duties of such person, or by reason of such person's
reckless
-23-
disregard of such person's obligations and duties under this Agreement.
Any notice hereunder to an Underwriter shall be deemed to have
been duly given if sent by registered mail, telegram or teletype, to
Prudential Securities c/o Prudential Securities Incorporated, 0 Xxx Xxxx
Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-2014, Attention: Unit Trust
Department, along with a copy to Prudential Securities' General Counsel at
that same address, and to any Underwriter at its address set forth in
Exhibit A hereto.
Each of us hereby confirms that either (i) we are members in
good standing of the National Association of Securities Dealers, Inc. and
we will comply with Section 24 of Article III of the Rules of Fair Practice
of the NASD, or (ii) we are a foreign dealer and not a member of the NASD
and we will comply as though we were a member of the NASD with the
provisions of Sections 8, 24 and 36 of Article III of such Rules of Fair
Practice and comply with Section 25 thereof as that Section applies to a
non-member foreign dealer.
Other than as is or is to be stated in this Agreement or in the
Registration Statement, we do not know of any arrangement for any
discounts, commissions or cash to be
-24-
allowed, paid to or received by anyone in connection with the sale of the
Units or for withholding commissions or otherwise holding each Underwriter
responsible for the distribution of his participation.
Each of the Underwriters confirms that it is familiar with Rule
15c2-8 under the Securities Exchange Act of 1934, relating to the
distribution of Preliminary Prospectuses or Prospectuses, and each confirms
that it has complied and will comply therewith. We also are familiar with
Securities Act Releases No. 3844, No. 5009 and No. 5101 issued by the
Commission and have not disseminated any written information outside of our
organization relating to the Trust or the Units other than in accordance
with Release No. 3844. We will keep an accurate record of the names and
addresses of all persons to whom we furnish copies of the Registration
Statement, copies of the Preliminary Prospectus or of any summary
prospectus or copies of any amendments to any of them, and when we are
furnished with copies of any subsequent amendment to the Registration
Statement, any subsequent copy of the Preliminary Prospectus or copies of
the Prospectus, or of any memorandum outlining changes in the Registration
Statement or in the Preliminary Prospectus, we will promptly forward copies
thereof, in the event that such recirculation is required by the rules of
the
-25-
Commission or deemed necessary and advisable by counsel to the Sponsor, to
each of the persons to whom copies of the Registration Statement, copies of
the Preliminary Prospectus or copies of any amendment to any of them, as
the case may be, may previously have been given.
We further agree to obtain the prior approval of the Sponsor
before distributing, publishing or disseminating in any way any
advertisement or any notice in connection with the Trust.
We agree that the Sponsor shall have the sole right, title or
interest in and to the name National Municipal Trust or NMT or logos
relating thereto.
We also agree to refund promptly to any purchaser from us that
part of the sales commission of any Unit attributable to a failed contract
as a result of which the Trustee is required to make a cash distribution to
the Unitholders.
We also hereby irrevocably constitute and appoint Xxxxxxx
Xxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxx of Prudential
Securities Incorporated, 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000-2014 (or any one of them) the true and lawful agent and attorney-in-
fact of the undersigned
-26-
with respect to all matters arising in connection with the undersigned's
acting as one of the Underwriters of the proposed offering with full power
and authority to execute and deliver for and on behalf of the undersigned
all such agreements, consents and documents in connection therewith as said
agent and attorney-in-fact with full power and authority to act in the
premises, including, but not limited to, the power and authority to
complete this Agreement Among Underwriters and any exhibits hereto and to
appoint a substitute or substitutes to act hereunder with the same power
and authority as said agent and attorney-in-fact would have if personally
acting. The undersigned hereby ratifies and confirms all that said agent
and attorney-in-fact, or any substitute or substitutes, may do by virtue
hereof.
Each Underwriter confirms that the incurrence by it of its
obligations hereunder will not place it in violation of the net capital
requirements of Rule 15c3-1 under the Securities Act of 1934.
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
This Agreement may be executed in any number of counterparts or
by acceptance letters each substantially in the
-27-
form attached hereto as Exhibit B, which counterparts and/or acceptance
letters may be delivered by hand, telecopy or first-class mail and which
together shall constitute one and the same agreement among all the
Underwriters and shall become effective with respect to each Underwriter at
such time as each such Underwriter shall have signed and delivered one or
more counterparts or acceptance letters and you shall have confirmed such
counterpart or acceptance letter.
PRUDENTIAL SECURITIES INCORPORATED
By: Xxxxxxx X. Xxxxxxxx
First Vice President
(To be completed by Underwriters)
Confirmed as of , 19
_____________________________________
(Print name of Underwriter)
By:__________________________________
(Signature of Authorized Officer)
_____________________________________
(Print Title of Officer)
NATIONAL MUNICIPAL TRUST
SERIES 183
EXHIBIT A
Page 1
UNDERWRITERS
Unit Underwriting
Name and Address Commitment Percentage
---------------- ---------- ------------
Prudential Securities Incorporated 5,650 56.5%
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx X. Xxxxx & Co. 1,000 10.0
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Gruntal & Co. Incorporated 500 5.0
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Roosevelt & Cross, Inc. 500 5.0
00 Xxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxxxx & Co. 250 2.5
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
XxXxxxxx & Company Securities 250 2.5
000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxx 00000
Xxxxxxxxxxx & Co., Inc. 250 2.5
Xxxxxxxxxxx Tower
One World Financial Center
New York, New York 10281
Xxxxxx X. Xxxxxxx & Co., Inc. 250 2.5
00 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx, Xxxxxxxx & Company, Incorporated 250 2.5
000 X. Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
First Miami Securities, Inc. 100 1.0
000 Xxxxxx Xxxx
Xxxxx 0000
Boca Raton, Florida 33431
NATIONAL MUNICIPAL TRUST
SERIES 183
EXHIBIT A
Page 2
UNDERWRITERS
Unit Underwriting
Name and Address Commitment Percentage
---------------- ---------- ------------
First Montauk Securities Corp. 100 1.0
000 Xxxxxx Xxxxxxx Xxxx
Xxx Xxxx, Xxx Xxxxxx 00000
Gibraltar Securities Co. 100 1.0
00 Xxxxxxx Xxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
X.X. Xxxxxxx & Co. 100 1.0
Gatehall Corporate Center
0 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Xxxx Xxxxx Xxxx Xxxxxx, Inc. 100 1.0
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxx & Xxxxx Securities, Inc. 100 1.0
0000 0xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxxx'x Son & Co. 100 1.0
Div. of Xxxxxxxxxx & Co. Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Xxxxxxxx Xxxxxx Refsnes, Inc. 100 1.0
CityPlace
0000 X. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Southwest Securities, Inc. 100 1.0
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
U.S. Clearing Corp. 100 1.0
00 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Wheat First Butcher Singer 100 1.0%
000 X. Xxxx Xxxxxx
Richmond, Virginia 23219
------ ------
10,000 100.0%
====== ======
EXHIBIT B
NATIONAL MUNICIPAL TRUST
Series 183
_____ UNITS
Agreement Among Underwriters
Form of Acceptance
This Acceptance Letter is given with respect to an Agreement
Among Underwriters, dated January 26, 1996 by and among the several
Underwriters listed as addressees therein, a form of which has been
previously delivered by the Sponsor of the above-captioned Trust to us. A
form of such agreement, substantially similar to that delivered to us, has
been or will be filed as of the date hereof as an exhibit to the Registra-
tion Statement for said Trust.
By our signature below, we agree to purchase and underwrite the
number of Units set forth below pursuant to the referenced Agreement Among
Underwriters.
Number
Name of Trust Percentage of Units
------------- ---------- --------
Series 183
In lieu of the Underwriting Percentage and concessions
provisions referred to in Section 4 of the Agreement Among Underwriters, we
elect, if we purchase 1,000 or more Units, by initialling the following
blank, to receive (i) an Underwriting Percentage of the net portfolio
profits, if any, of the Trust equal to 50% of our pro rata share and (ii) a
greater concession as determined by the Sponsor.
This Acceptance Letter forms a part of and is subject to the
Agreement Among Underwriters.
Name of Firm: __________________________
By: ____________________________________
Title: _________________________________
Address: _______________________________
