EXHIBIT 1.1(B)
NUVEEN TAX-FREE UNIT TRUST, SERIES 1285
TRUST INDENTURE AND AGREEMENT
DATED FEBRUARY 26, 2002
This Trust Indenture and Agreement by and between Nuveen Investments, as
Depositor and JPMorgan Chase 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 Tax-Exempt Unit Trust,
Series 823 and subsequent Series, effective September 7, 1995" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as are 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 Bonds 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 a Trust Fund
represented by each Unit for the Trust(s) on the Initial Date of Deposit is
1/(the number of Units) set forth under the caption "Statement(s) of
Condition -- Interests of Unitholders: Units of fractional undivided interest
outstanding" in the Prospectus for each Trust.
(c) The number of Units created of a Trust are as set forth under the caption
"Statement(s) of Condition -- Interests of Unitholders: Units of fractional
undivided interest outstanding" in the Prospectus for each Trust.
(d) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the phrase "Nuveen Tax-Exempt Unit Trust" shall be hereby
replaced with the phrase "Nuveen Tax-Free Unit Trust."
(e) All references to "The Chase Manhattan Bank (National Association)" in the
Standard Terms and Conditions of Trust shall be replaced with "JPMorgan Chase
Bank."
(f) Section 3.01 shall be amended to read in its entirety as follows:
SECTION 3.01 INITIAL COST. Subject to reimbursement as hereinafter provided,
the cost of organizing the Trust and the sale of the Trust Units shall be borne
by the Depositor, provided, however, that the liability on the part of the
Depositor under this section shall not include any fees or other expenses
incurred in connection with the administration of the Trust subsequent to the
deposit referred to in Section 2.01. At the earlier of six months after the
Initial Date of Deposit or the conclusion of the primary offering period (as
certified by the Depositor to the Trustee), the Trustee shall withdraw from the
Account or Accounts specified in the Prospectus or, if no Account is therein
specified, from the Principal Account, and pay to the Depositor the Depositor's
reimbursable expenses of organizing the Trust in an amount certified to the
Trustee by the Depositor. In no event shall the amount paid by the Trustee to
the Depositor for the Depositor's reimbursable expenses of organizing the Trust
exceed the estimated per Unit amount of organization costs set forth in the
Prospectus for the Trust multiplied by the number of Units of the Trust
outstanding at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period; nor shall the Depositor be entitled to
or request reimbursement for expenses of organizing the Trust incurred after the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period. If the cash balance of the Principal Account is
insufficient to make such withdrawal, the Trustee shall, as directed by the
Depositor, sell Bonds identified by the Depositor, or distribute to the
Depositor securities having a value, as determined under Section 4.01 as of the
date of distribution, sufficient for such reimbursement. The reimbursement
provided for in this section shall be for the account of the Unitholders of
record at the earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering
period. Any assets deposited with the Trustee in respect of the expenses
reimbursable under this Section 3.01 shall be held and administered as assets of
the Trust for all purposes hereunder. The Depositor shall deliver to the Trustee
any cash identified in the Statement(s) of Condition of the Trust included in
the Prospectus not later than the 10 calendar days following the Initial Date of
Deposit or deposit of additional Bonds, as applicable and the Depositor's
obligation to make such delivery shall be secured by the letter of credit
deposited pursuant to Section 2.01. Any cash which the Depositor has identified
as to be used for reimbursement of expenses pursuant to this Section 3.01 shall
be held by the Trustee, without interest, and reserved for such purpose and,
accordingly, prior to the earlier of six months after the Initial Date of
Deposit or the conclusion of the primary offering period, shall not be subject
to distribution or, unless the Depositor otherwise directs, used for payment of
redemptions in excess of the per Unit amount payable pursuant to the next
sentence. If a Unitholder redeems Units prior to the earlier of six months after
the Initial Date of Deposit or the conclusion of the primary offering period,
the Trustee shall pay to the Unitholder, in addition to the Redemption Value of
the tendered Units, unless otherwise directed by the Depositor, an amount equal
to the estimated per Unit cost of organizing the Trust set forth in the
Prospectus, or such lower revision thereof most recently communicated to the
Trustee by the Depositor pursuant to Section 4.01, multiplied by the number of
Units tendered for redemption; to the extent the cash on hand in the Trust is
insufficient for such payment, the Trustee shall have the power to sell Bonds in
accordance with Section 3.07. As used herein, the Depositor's reimbursable
expenses of organizing the Trust shall include the cost of the initial
preparation and typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture, and other documents
relating to the Trust, SEC and state blue sky registration fees, the cost 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.
(g) The following two paragraphs shall be substituted for the first paragraph
of Section 4.01:
SECTION 4.01. EVALUATION: The Trustee shall make an evaluation of each Trust
as of that time set forth in the Prospectus (the "Evaluation Time"), (i) on the
last business day of each of the months of June and December, (ii) on the day on
which any Unit of a respective Trust is tendered for redemption, and (iii) on
any other day desired by the Trustee or requested by the Depositor. Such
evaluations shall take into account and itemize separately, (1) the cash on hand
in the respective Trust (other than cash declared held in trust to cover
contracts to purchase bonds) or moneys in the process of being collected from
matured interest coupons or bonds matured or called for redemption prior to
maturity, (2) the value of each issue of the Bonds in the Trust, and
(3) interest accrued thereon not subject to collection and distribution. In
making the evaluations the Trustee may determine the value of each issue of the
Bonds in the Trust by the following methods or any combination thereof which it
deems appropriate: (i) on the basis of current bid prices of such Bonds as
obtained from investment dealers or brokers (including the Depositor) who
customarily deal in bonds comparable to those held by the Trust, or (ii) if bid
prices are not available for any of such Bonds, on the basis of bid prices for
comparable bonds, or (iii) by causing the value of the Bonds in the Trust to be
determined by others engaged in the practice of evaluating, quoting or
appraising bonds. For each such evaluation there shall be deducted from the sum
of the above (i) amounts representing any applicable taxes or governmental
charges payable out of the Trust and for which no deductions shall have
previously been made for the purpose of addition to the Reserve Account of such
Trust, (ii) amounts representing accrued expenses of the Trust including but not
limited to unpaid fees and expenses of the Trustee, the Depositor and counsel,
in each case as reported by the Trustee to the Depositor on or prior to the date
of evaluation, (iii) amounts representing unpaid organization costs, and
(iv) cash held for distribution to Unitholders of such Trust of record, and
required for redemption of Units tendered, as of a date prior to the evaluation
then being made. The value of the pro rata share of each Unit of such Trust
determined on the basis of any such evaluation shall be referred to herein as
the "Unit Value."
Prior to the payment to the Depositor of its reimbursable organization costs to
be made at the earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering period in accordance with Section 3.01 for
purposes of determining the Trust Evaluation and Unit Value under this
Section 4.01, the Trustee shall rely upon the amounts representing unpaid
organization costs in the estimated amount per Unit set forth in the Prospectus
until such time as the Depositor notifies the Trustee in writing of a revised
estimated amount per Unit representing unpaid organization costs. Upon receipt
of such notice, the Trustee shall use this revised estimated amount per Unit
representing unpaid organization costs in determining the Trust Evaluation and
Unit Value but such revision of the estimated expenses shall not effect
calculations made prior thereto and no adjustment shall be made in respect
thereof.
(h) The following paragraph shall be added to Section 4.05:
The Depositor may employ agents in connection with its duties referenced in
Section 4.05 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.
(i) Paragraphs (12) and (14) of Section 1.01 shall be deleted.
(j) Section 2.06 shall be deleted.
(k) The first paragraph of Section 3.05 shall be amended as follows:
SECTION 3.05. DISTRIBUTIONS: The Trustee, as of three business days after
the Date of Deposit of a Trust (the "SETTLEMENT DATE"), shall advance from its
own funds and shall pay to the Depositor, as the sole Unitholder of record on
the date of the Trust Agreement, the amount of interest accrued on the Bonds as
of the date of the Trust Agreement. The Trustee shall be entitled to
reimbursement, without interest, for such advancement from interest received by
the respective Trusts before any further distributions shall be made from the
Interest Account to Unitholders of the respective Trusts. The second
distribution of funds from the Interest Account of the respective Trusts shall
be in the amount as set forth for each Trust in the Prospectus and shall be made
on the date as indicated in the Prospectus (sometimes referred to herein as the
First General Record Date) to or upon the order of all Unitholders of record of
the respective Trusts as of the dates as indicated in the Prospectus. For all
subsequent semi-annual distributions to Unitholders of any Trust, the "RECORD
DATE" is hereby fixed to be those dates set forth in the Prospectus for each
Trust.
(l) Section 1.01(27) shall be amended by replacing the phrase "Essential
Information -- Number of Units" with the phrase "Statement(s) of
Condition."
(m) Section 4.05 shall be amended by replacing the phrase "Essential
Information -- Sponsor's Annual Evaluation Fee" with the phrase "Fees and
Expenses."
(n) Section 5.04 shall be amended by replacing the phrase "Essential
Information -- Trustee's Annual Fees" with the phrase "Fees and Expenses"
and by replacing the phrase "Interest Distribution" with the phrase
"Estimated Distributions."
(o) Section 7.01 shall be amended by replacing the phrase "Essential
Information -- Number of Units" with the phrase "Statement(s) of
Condition -- Units of fractional undivided interest outstanding."
(p) All references to "Xxxx Nuveen & Co. Incorporated" in the Standard Terms
and Conditions of Trust shall be replaced with "Nuveen Investments."
(q) The following paragraph shall be added to Sction 5.01:
(l) Notwithstanding any provisions of this Indenture to the contrary, no
payments to a Depositor or to any principal underwriter (as defined in the
Investment Company Act of 1940) for each Trust Fund or to any affiliated
person (as so defined) or agent of a Depositor or such underwriter shall be
allowed the Trustee as an expense except (a) for payment of such reasonable
amounts as the Securities and Exchange Commission may prescribe as
compensation for performing bookkeeping and other administrative services
of a character normally performed by the Trustee and (b) such other amounts
permitted under the Investment Company Act of 1940.
In Witness Whereof, Nuveen Investments, has caused this Trust Indenture and
Agreement for Nuveen Tax-Free Unit Trust, Series 1285 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 JPMorgan Chase 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.
Nuveen Investments,
Depositor
By /s/ Xxxx Xxxxxx
Authorized Officer
(Seal)
Attest:
By /s/ Xxxxxxx X. Xxxxxxx
Assistant Secretary
JPMorgan Chase Bank, Trustee
By /s/ Xxxxxx X. Xxxx
Vice President
(Seal)
Attest:
By /s/ Xxxx X. Xxxxxx
Assistant Treasurer
SCHEDULE A TO THE TRUST INDENTURE AND AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
NUVEEN TAX-FREE UNIT TRUST, SERIES 1285
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for each Trust in the Prospectus.)
