Exhibit 1.1(b)
NUVEEN UNIT TRUSTS, SERIES 96
TRUST INDENTURE AND AGREEMENT
Dated: June 21, 2000
This Trust Indenture and Agreement by and between John 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 1 and certain subsequent Series, effective May 29, 1997" (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 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 a Trust on the Initial Date of Deposit is
1/(the number of Units) set forth under the caption "Statement of
Condition--Interest of Unitholders: Units of fractional undivided interest
outstanding" in the Prospectus.
(c) The number of Units created of a Trust are as set forth under the
caption "Statement of Condition--Interest of Unitholders: Units of fractional
undivided interest outstanding" in the Prospectus for each Trust.
(d) Article I of the Standard Terms and Conditions of Trust is hereby
amended to replace the definition of "Unit" and "Prospectus" and to add the
definitions of "Distribution Date", "Settlement Date", "Contract Securities",
"Evaluator" and "Initial Date of Deposit":
(23) "Unit" in respect of any Trust shall mean the fractional
undivided interest in and ownership of an individual Trust Fund equal
initially to 1/(the number of Units of fractional undivided interest
outstanding) provided in the Statement of Condition in the Prospectus for
the Trust Fund, the denominator of which fraction shall be (1) increased by
the number of any additional Units issued pursuant to Section 2.01 hereof
and (2) decreased by the number of any such Units redeemed as provided in
Section 4.02.
(27) "Distribution Date" shall mean that assigned to it in the
Prospectus for the Trust.
(28) "Settlement Date" shall mean three business days after the
Initial Date of Deposit or, if stated otherwise in the Prospectus, the
meaning assigned to it in the Prospectus for the Trust.
(29) "Contract Securities" shall mean the Securities which are to be
acquired by any Trust Fund pursuant to a contract or contracts for the
purchase of such securities which have been assigned to the Trustee along
with the amounts required for their purchase which have been delivered to
the Trustee.
(30) "Evaluator" shall mean the party designated in the Prospectus for
a Trust or any party appointed by the Sponsor as provided in this
Agreement.
(31) "Initial Date of Deposit" shall have the meaning assigned to it
in the Prospectus for each respective Trust Fund.
(32) "Prospectus" shall mean the Prospectus relating to a Trust in the
form first used to confirm sales of Units.
(e) 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 Securities 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. Securities sold or
distributed to the Depositor to reimburse the Depositor pursuant to this Section
shall be sold or distributed by the
-2-
<PAGE>
Trustee, to the extent practicable, in accordance with the instructions of the
Depositor or its designee. 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 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 Securities, 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
Securities 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.
(f) The first paragraph of Section 4.01 shall be amended in its
entirety to read as follows:
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 securities) or moneys
in the process of being collected from matured interest coupons or
securities matured or called for redemption prior to maturity, (2) the
value of each issue of the Securities 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
Securities 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
Securities 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 Securities,
on the basis of bid prices for comparable securities, or (iii) by causing
the value of the Securities in the Trust to be determined by others engaged
in the practice of evaluating, quoting or appraising securities. 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
-3-
<PAGE>
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 affect calculations made prior thereto
and no adjustment shall be made in respect thereof.
(g) 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.
(h) Section 8.01(i) shall be amended to read in its entirety as
follows:
(i) Notwithstanding any provisions of this Agreement to the contrary,
no payment 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.
-4-
<PAGE>
IN WITNESS WHEREOF, John Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trust, Series 96 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.
JOHN NUVEEN & CO. INCORPORATED,
Depositor
By /s/ Benjamin T. Fulton
Authorized Officer
(SEAL)
Attest:
By /s/ Nicholas Dalmaso
_______________________________
Assistant Secretary
THE CHASE MANHATTAN BANK, TRUSTEE
By /s/ Mary Patterson
Assistant Vice President
(SEAL)
Attest:
By /s/ Tania G. Vaile
_______________________________
Assistant Treasurer
-5-
<PAGE>
SCHEDULE A TO THE TRUST INDENTURE AND AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
NUVEEN UNIT TRUSTS SERIES 96
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for that Trust in the Prospectus.)
-6-
