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Exhibit 1.1(b)
Nuveen Unit Trusts, Series 111
Trust Indenture and Agreement
Dated: December 4, 2000
This Trust Indenture and Agreement by and between Nuveen Investments,
as Depositor and The Bank of New York, 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
Trusts, Series 104 and certain subsequent Series, effective October 5, 2000"
(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 above-referenced Series consists of the Trust Fund(s)
included in the Prospectus.
(b) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust for the Trust Fund(s) included in the
Prospectus for the above-referenced Series under this Trust Indenture and
Agreement.
(c) The fractional undivided interest in and ownership of a Trust Fund
represented by each Unit for the Trust Fund on the Initial Date of Deposit
is 1/(the number of Units) set forth under the caption "Statement(s) of
Condition--Interest of Unitholders: Units of fractional undivided interest
outstanding" in the Prospectus.
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(d) The number(s) of Units created of a Trust Fund(s) are as set forth
under the caption "Statement(s) of Condition--Interest of Unitholders:
Units of fractional undivided interest outstanding" in the Prospectus for
the Trust Fund(s).
(e) Paragraph (b)(1)(i) of Section 2.01 shall be restated in its
entirety as follows:
(i) From time to time following the Initial Date of Deposit for a
Trust Fund, the Depositor is hereby authorized, in its discretion,
to assign, convey to and deposit with the Trustee, or facilitate
the assignment, conveyance or deposit with the Trustee of (1)
additional Securities for such Trust Fund, duly endorsed in blank
or accompanied by all necessary instruments of assignment and
transfer in proper form, or (2) Contract Securities relating to
such additional Securities, accompanied by cash and/or Letter(s)
of Credit as specified in paragraph (c) of this Section 2.01. In
lieu of additional Securities or Contract Securities, the
Depositor may deposit with the Trustee cash (or a Letter of
Credit) in an amount equal to the valuation made in accordance
with Section 4.01 for the date of such deposit of the additional
Securities not delivered or represented by Contract Securities
together with instructions to purchase such additional Securities
specifying the purchase price or price range and containing such
information as the Trustee may require to settle said
transactions. Except as provided in the following subparagraphs
(ii), (iii) and (iv), the Depositor in each case shall ensure that
each deposit of additional Securities pursuant to this Section
shall be, as nearly as is practicable, equal to the original
percentage relationship among the number of shares of each
Security as is specified in the Prospectus for such Trust Fund,
adjusted as hereinafter provided (the "Percentage Ratio"). The
Percentage Ratio shall be adjusted, as directed by the Depositor,
to reflect (x) the deposit of New Securities, (y) the sale of
Securities pursuant to Sections 3.06, 3.08, 3.12, 5.02 or
otherwise as provided hereunder, and (z) the occurrence of any
stock dividend, stock splits, receipt of securities under Section
3.08, redemptions, or similar events. Any brokerage fees related
to the purchase of Securities deposited in the Trust Fund after
the Initial Date of Deposit shall be an expense of such Trust
Fund. The Depositor shall deliver the additional Securities which
were not delivered concurrently with the deposit of additional
Securities and which were represented by Contract Obligations
within 10 calendar days after such deposit of additional
Securities (the "Additional Securities Delivery Period"). If a
contract to buy such Securities between the Depositor and seller
is terminated by the seller thereof for any reason beyond the
control of the Depositor or if for any other reason such
Securities are not delivered to the Trust Fund by the end of the
Additional Securities Delivery Period for such deposit, the
Trustee shall immediately draw on the Letter of Credit, if any, in
amounts sufficient to settle such contract, apply the monies in
accordance with Section 2.01(d), and the Depositor shall forthwith
take the remedial action specified in Section 3.10. If the
Depositor does not take the action specified in Section 3.10
within 10 calendar days of the end of the Additional Securities
Delivery Period, the Trustee shall forthwith take the action
specified in Section 3.10. When requested by the Trustee, the
Depositor shall arrange for the execution of purchases in
accordance with such instructions; the Depositor shall be entitled
to compensation therefor in accordance with applicable law and
regulations. The Trustee shall have no liability for any loss or
depreciation resulting from any purchase made pursuant to the
Depositor's instructions or made by the Depositor as broker.
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In Witness Whereof, Nuveen Investments has caused this Trust
Indenture and Agreement for Nuveen Unit Trusts, Series 111 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 Bank of New York 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/ Grant Unterberg
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Authorized Officer
(Seal)
Attest:
By /s/ Nicholas Dalmaso
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Assistant Secretary
The Bank of New York, Trustee
By /s/ Thomas Porrazzo
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Vice President or
Authorized Officer
(Seal)
Attest:
By /s/ Arkadiy Zavulunov
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Assistant Treasurer
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Schedule A to the Trust Indenture and Agreement
Securities Initially Deposited
in
Nuveen Unit Trusts, SERIES 111
(Note: Incorporated herein and made a part hereof is the "Schedule(s) of
Investments" as set forth for the Trust Fund(s) in the
Prospectus.)
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