EXHIBIT 1.1(b)
NUVEEN UNIT TRUSTS, SERIES 11
TRUST INDENTURE AND AGREEMENT
DATED APRIL 8, 1998
This Trust Indenture and Agreement by and between ▇▇▇▇ 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 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 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 as set forth under the
caption "Essential Information -- Initial Number of Units" in the Prospectus for
the Trust.
(d) Section 10.02 shall be amended as follows:
(i) The following sentence shall be added at the end of such section:
"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:
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
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 the Trust is
hereby amended to add the following section:
SECTION 3.14. LICENSE FEES. If so provided in the Prospectus, and
pursuant to a Licensing Agreement between Standard & Poor's ("S&P") and the
Depositor (the "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 Trust will pay a fee set forth in
the Agreement to S&P or the Depositor to reimburse the Depositor for payment
of the expense.
If the Agreement provides for an annual license fee computed in whole or
part by reference to the average daily net asset value of the 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 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
Trust assets as of such last business day, and (iii) during each subsequent
calendar quarter, by reference to the net asset value of the Trust assets as
of the last business day of the preceding calendar quarter. The Trustee shall
adjust the net asset value 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 Agreement, but such adjustment
shall not affect calculations made prior thereto and no adjustment shall be
made in respect thereof.
In Witness Whereof, ▇▇▇▇ Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 11 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.
▇▇▇▇ Nuveen & Co. Incorporated,
Depositor
By ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Authorized Officer
(Seal)
Attest:
By ▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
The Chase Manhattan Bank, Trustee
By ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Second Vice President
(Seal)
Attest:
By ▇▇▇▇▇▇ ▇▇▇▇▇
Assistant Treasurer
SCHEDULE A TO THE TRUST INDENTURE AND AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
NUVEEN UNIT TRUSTS, SERIES 11
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trust in the Prospectus.)
