Exhibit 1.1(b)
Nuveen Unit Trusts, Series 14
Trust Indenture and Agreement
Dated: May 29, 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 Trusts 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 Trusts are set forth under the
caption "Essential Information--Initial Number of Units" in the Prospectus
for the Trusts.
(d) Section 10.02 shall be amended to read in its entirety as
follows:
Section 10.02. Initial Costs. Unless otherwise provided in a
Trust's prospectus, the expenses incurred in establishing a Trust, including
the cost of the preparation and typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the indenture and other
documents relating to a 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 a 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 a 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 a 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 a Trust.
Final Rollover Unitholder
The meaning assigned to it in the Prospectus for a Trust.
Capital Distribution Date
The meaning assigned to it in the Prospectus for a Trust.
Mandatory Termination Date
The meaning assigned to it in the Prospectus for a 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) Article III of the Standard Terms and Conditions of Trust is
hereby amended to add the following section:
Section 3.14. License Fees. If so provided in the Prospectus for
the Nuveen-Standard & Poor's Quality Equity Portfolio (the "Quality Equity
Trust") and pursuant to a Licensing Agreement between Standard & Poor's
Corporation ("S&P") and the Depositor (the "S&P Agreement"), as
consideration for the licenses granted by S&P for the right to use its
trademarks and trade names and for the use of databases and research owned
by S&P, the Quality Equity Trust will pay a fee set forth in the Agreement
to S&P or the Depositor to reimburse the Depositor for payment of the
expenses.
If the S&P Agreement provides for an annual license fee computed
in whole or part by reference to the average daily net asset value of the
Quality Equity Trust assets, for purpose of calculating the accrual of
estimated expenses such annual fee shall accrue at a daily rate and the
Trustee is authorized to compute an estimated license fee payment (i) until
the Depositor has informed the Trustee that there will be no further
deposits of additional Securities, by reference to an estimate of the
average daily net asset value of the Quality Equity Trust assets which the
Depositor shall provide the Trustee, (ii) thereafter and during the
calendar quarter in which the last business day of the period described in
clause (i) occurs, by reference to the net asset value of the Quality
Equity Trust assets as of such last business day, and (iii) during each
subsequent calendar quarter, by reference to the net asset value of the
Quality Equity Trust assets as of the last business day of the preceding
calendar quarter. The Trustee shall adjust the net asset value (Trust Fund
Evaluation) as of the dates specified in the preceding sentence to account
for any variation between accrual of estimated license fee and the license
fee payable pursuant to the S&P Agreement, but such adjustment shall not
affect calculations made prior thereto and no adjustment shall be made in
respect thereof.
If so provided in the Prospectuses for the Nuveen-The Dow 5/SM/
and Nuveen-The Dow 10/SM/ Portfolios ("The Dow/SM/ trusts") and pursuant to
a Licensing Agreement between Dow Xxxxx and Company, Inc. ("Dow Xxxxx/SM/")
and the Depositor ("The Dow agreement"), as consideration for the licenses
granted by Dow Xxxxx for the right to use its trademarks and trade names,
each The Dow trust will pay its portion of fee set forth in the Agreement
to Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the
expenses.
If The Dow agreement provides for an annual license fee computed
in whole or in part by reference to the month-end asset balances for each
The Dow trust, for purposes of calculating the accrual of estimated
expenses such annual fee shall accrue at a daily rate and the Trustee is
authorized to compute an annual licensing fee payment (i) until the month-
end in which the Depositor has informed the Trustee that there will be no
further deposits of additional Securities, by reference to an estimate of
the month-end asset balances which the Depositor shall provide the Trustee,
and (ii) thereafter by reference to the previous month-end asset balance of
the applicable The Dow trust. The Trustee shall adjust the net asset value
(Trust Fund Evaluation) as of the dates specified in the preceding sentence
to account for any variation between accrual of estimated license fees and
the license fees payable pursuant to The Dow agreement, but such adjustment
shall not affect calculations made prior thereto and no adjustment shall be
made in respect thereof.
(i) 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.
(j) Section 4.01 shall be amended to read in its entirety as
follows:
Section 4.01. Evaluation of Securities. The Evaluator shall
determine separately and promptly furnish to the Trustee and the Depositor
upon request the value of each issue of Securities as of the Evaluation
Time as provided in the following manner:
The Evaluator will prepare each evaluation for which market
quotations for the Securities are available by the use of outside services
normally used and contracted with for this purpose. If the Securities are listed
on a national securities exchange or the NASDAQ National Market System, the
evaluation will be based on the closing sale price on the exchange or system (if
a Security is listed on the New York Stock Exchange, the closing sale price on
that exchange shall apply) or, if there is no closing sale price on the exchange
or system, at the closing bid price on the exchange or system. If such market
quotations are not available, the Evaluator shall determine the value of the
Securities. Such evaluation shall generally be based on the current bid prices
on the over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If such prices are not available on
the over-the-counter market, the evaluation will generally be made by the
Evaluator in good faith (1) on the basis of the current bid prices for
comparable securities, (2) by the Evaluator's appraising the value of the
Securities in good faith at the bid side of the market or (3) by any combination
thereof. For each evaluation, the Evaluator shall also determine and furnish to
the Trustee and the Depositor the aggregate of (a) the value of all Securities
on the basis of such evaluation and (b) on the basis of the information
furnished to the Evaluator by the Trustee pursuant to Section 3.02, the amount
of cash then held in the Capital Account which was received by the Trustee after
the Record Date preceding such determination less any amounts held in the
Capital Account for distribution to Unitholders on a subsequent Distribution
Date when a Record Date occurs four business days or less after such
determination. For the purposes of the foregoing, the Evaluator may obtain
current prices for the Securities from investment dealers or brokers (including
the Depositor) that customarily deal in similar securities.
With respect to any Security not listed on a national exchange or the
NASDAQ National Market System, or, with respect to a Security so listed but the
Evaluator deems the last reported sale price on the relevant exchange to be
inappropriate as a basis for valuation, upon the Evaluator's request, the
Depositor shall, from time to time, designate one or more evaluation services
or other sources of information on which the Evaluator shall be authorized
conclusively to rely in evaluating such Security, and the Evaluator shall have
no liability for any errors in the information so received. The cost thereof
shall be an expense reimbursable to the Evaluator from the Income and Capital
Accounts.
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In Witness Whereof, Xxxx Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 14 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 Xxxxxx
----------------------------
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 14
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trusts in the Prospectus.)
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