Exhibit 1.1(b)
Nuveen Unit Trusts, Series 12
Trust Indenture and Agreement
Dated: May 14, 1998
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 Unit Trust,
Series 4 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as 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 Securities 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 the Trust on the Initial Date of Deposit
is the amount set forth under the captions "Essential Information --
Fractional Undivided Interest per Unit" in the Prospectus.
(c) The number of Units created of the Trust are set forth under the
caption "Essential Information--Initial Number of Units" in the Prospectus
for the Trust.
(d) Section 10.02 shall be amended to read in its entirety as
follows:
Section 10.02. Initial Costs. Unless otherwise provided in the
Trust's prospectus, the expenses incurred in establishing the Trust, including
the cost of the preparation and typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the indenture and other
documents relating to the Trust, printing of Certificates, Securities and
Exchange Commission and state blue sky registration fees, the costs 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, to
the extent not borne by the Depositor, shall be borne by the Trust. The Trustee
shall pay or reimburse the Depositor for such expenses and shall charge them to
the Capital Account. If the balance in the Capital Account shall be insufficient
to provide for such expenses, the Trustee shall have the power to sell
Securities in the manner provided in Section 5.02. For the purposes of the
addition provided in clause (3) of the first sentence of Section 5.01, the
expenses borne by the Trust pursuant to this Section shall be deemed to have
been paid on the date of the Trust Agreement and to accrue at a daily rate over
the time period specified for their amortization provided in the prospectus. In
calculating such accrual, the Trustee shall rely on the written estimates of
such expenses provided by the Depositor pursuant to Section 5.01. The
Depositor's submission to the Trustee for payment of an invoice or request for
reimbursement shall constitute the Depositor's certification, upon which the
Trustee shall conclusively rely, that the expenses claimed therein constitute
expenses properly borne by the Trust pursuant to applicable law and regulations.
(e) Article I of the Standard Terms and conditions of Trust is hereby
amended to replace the definitions of "Capital Distribution Date" and
"Mandatory Termination Date" and to add the following definitions:
Interim Rollover Unitholder
The meaning assigned to it in the Prospectus for the Trust.
Final Rollover Unitholder
The meaning assigned to it in the Prospectus for the Trust.
Capital Distribution Date
The meaning assigned to it in the Prospectus for the Trust.
Mandatory Termination Date
The meaning assigned to it in the Prospectus for the Trust.
(f) Article I of the Standard Terms and Conditions of Trust is hereby
amended to replace the definitions of "Rollover Notification Date,"
"Special Redemption and Liquidation Period," "Capital Distribution Date"
and "Mandatory Termination Date" with the following:
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Ex.1.1(b)
Rollover Notification Date
The dates specified in the Prospectus for the "Interim Rollover
Notification Date" and the "Final Rollover Notification Date" in
"Essential Information" shall also apply individually to the term
"Rollover Notification Date" provided herein. In addition, any
reference to the "Rollover Notification Date" as it relates
exclusively to "Interim Rollover Unitholders" shall be interpreted to
apply only to such Unitholders and any reference to the "Rollover
Notification Date" as it relates exclusively to "Final Rollover
Unitholders" shall be interpreted to apply only to such Unitholders.
Special Redemption and Liquidation Period
The dates specified in the Prospectus for the "Interim Special
Redemption and Liquidation Period" and the "Final Special Redemption
and Liquidation Period" in "Essential Information" shall also apply
individually to the term "Special Redemption and Liquidation Period"
provided herein. In addition, any reference to the "Special Redemption
and Liquidation Period" as it relates to exclusively to "Interim
Rollover Unitholders" shall be interpreted to apply only to such
Unitholders and any reference to the "Special Redemption and
Liquidation Period" as it relates exclusively to "Final Rollover
Unitholders" shall be interpreted to apply only to such Unitholders.
(g) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:
"The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as
the Depositor shall direct the Trustee in writing and the Trustee shall
have no responsibility therefor. The Distribution Agent acts solely as
disbursing agent in connection with purchases of Units pursuant to this
Section and nothing herein shall be deemed to constitute the Distribution
Agent a broker in such transactions."
(h) The following subsection (d) shall be added to Section 7.02:
(d) The Depositor may employ agents in connection with its duties
under Section 3.11 and 3.13 hereof 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.
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In Witness Whereof, Xxxx Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 12 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 /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Authorized Officer
(Seal)
Attest:
By /s/ Xxxxx X. Xxxxx
-------------------------
Assistant Secretary
The Chase Manhattan Bank, Trustee
By /s/ Xxxx X. Xxxxxxx
----------------------------
Vice President
(Seal)
Attest:
By /s/ Xxxxxx X. Xxxx
--------------------------
Assistant Treasurer
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Schedule A to the Trust Indenture and Agreement
Securities Initially Deposited
in
Nuveen Unit Trusts, SERIES 12
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trust in the Prospectus.)
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