Exhibit 1.1(b)
Nuveen Unit Trusts, Series 124
Trust Indenture and Agreement
Dated: April 5, 2001
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.
(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) Notwithstanding anything to the contrary, the first paragraph of
Section 3.04(b) shall be replaced with the following:
(b) The Trustee shall for each Trust Fund as of the close of business on
the applicable Record Date compute the amount of the income distribution per
Unit for the next Income Distribution Date (each such amount being herein called
the "Income Distribution") (1) by determining the estimated annual dividend
income to the related Trust Fund for the ensuing twelve months; (2) deducting
from that amount the estimated costs and expenses to be incurred by the Trust
during the twelve month period for which such dividend income has been
estimated; (3) by dividing the result of the calculation performed in clauses
(1) and (2) by twelve; and (4) by dividing the result of the calculation
performed pursuant to the immediately preceding clause by the number of Units
outstanding on the applicable Record Date. On or shortly after each Income
Distribution Date, the Trustee shall distribute with respect to each Unitholder
of the Trust Fund of record at the close of business on the preceding Record
Date an amount substantially equal to the Income Distribution computed as of
such Record Date.
If the Trustee determines that an event has occurred as a result of which
there has resulted an excessive distribution from the Income Account, it shall
reduce subsequent distributions so as to reconcile, as promptly as practicable,
the aggregate net income and distributions from such Account.
In the event the amount on deposit in the Income Account of a Trust is not
sufficient for the payment of the amount of income to be distributed to
Unitholders participating in such distributions on the basis of the aforesaid
computations, the Trustee shall advance its own funds and cause to be deposited
in and credited to such Income Account such amounts as may be required to permit
payment of the income distribution to be made as aforesaid and shall be entitled
to be reimbursed, without interest, out of income received by such Trust
subsequent to the date of such advance and subject to the condition that any
such reimbursement shall be made only under conditions which will not reduce the
funds in or available for such Income Account to an amount less than required
for the next ensuing distribution of income. The Trustee's fee takes into
account the costs attributable to the outlay of capital needed to make such
advances. Notwithstanding the foregoing, if there has been either or both an
excessive distribution as referred to in the preceding paragraph or an advance
by the Trustee as provided for above, such amounts that represent the excess
distributions and the advances of the Trustee are part of the expenses,
disbursements and advances of the Trustee to which the Trustee is entitled to
reimbursement pursuant to Section 8.05. In accordance with and pursuant to
Section 8.05 such amounts are secured by a lien upon and a security interest in
the assets of the Trust Fund, may be charged against the Income and Capital
Account of the Trust Fund and if the balances in such Accounts are not
sufficient the Trustee may sell securities in the manner provided in Section
5.02.
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In Witness Whereof, Nuveen Investments has caused this Trust
Indenture and Agreement for Nuveen Unit Trusts, Series 124 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/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Authorized Officer
(Seal)
Attest:
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Assistant Secretary
The Bank of New York, Trustee
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Vice President or
Authorized Officer
(Seal)
Attest:
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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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 124
(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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