MUNICIPAL SECURITIES TRUST, SERIES 35
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement, dated October 15, 1986 among Bear,
▇▇▇▇▇▇▇ & Co. Inc., as Depositor, United States Trust Company of New York, as
Trustee, and Standard & Poor's Corporation, as Evaluator, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Municipal Securities Trust, Series 26, and Subsequent Series,
Trust Indenture and Agreement," dated April 25, 1985 (herein as amended or
supplemented called the "Indenture"), and such provisions as are set forth in
full and such provisions as are incorporated by reference constitute a single
instrument.
W I T N E S S E T H T H A T :
In consideration of the premises and of the mutual agreements
contained herein, the Depositor, the Trustee, and the Evaluator 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 Indenture 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 if those said provisions had been set forth in full in this
instrument, except that for all purposes of this Series 35 and all subsequent
Series, the following sections are hereby amended as follows:
(a) Section 1.01(b) is amended by adding the word "Inc." immediately
after the words "Bear, ▇▇▇▇▇▇▇ & Co.";
(b) Section 1.02 is amended by adding the word "Inc." immediately
after the words "Bear, ▇▇▇▇▇▇▇ & Co." wherever the former shall appear in said
Section;
(c) Section 9.05 is amended by adding the word "Inc." immediately
after the words "Bear, ▇▇▇▇▇▇▇ & Co."
C/M: 11939.0001 407314.1
PART II
SPECIAL TERMS AND
CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The interest-bearing obligations listed in Schedule A hereto have
been deposited in trust under this Indenture.
(b) For the purposes of the definition of the Unit in Article I the
fractional undivided interest in and ownership of the Trust is 1/2,000.
(c) The term Record Date shall mean the first day of each month (or
the last business day prior thereto) commencing on March 1, 1987 for monthly
distributions, June 1 and December 1 of each year for semi-annual distributions
(commencing on June 1, 1987) and December 1 of each year-for annual
distributions (commencing on December 1, 1987).
(d) The term Payment Date shall mean the fifteenth day of each month
(or the last business day prior thereto) commencing on March 15, 1987 for
monthly distributions, June 15 and December 15 of each year for semi-annual
distributions (commencing on June 15, 1987) and December 15 of each year for
annual distributions (commencing on December 15, 1987).
(e) All Certificateholders of record on February 1, 1987 (the "First
Record Date"), regardless of the plan of distribution selected, will receive a
distribution to be made on or shortly after February 15, 1987 (the "First
Payment Date"), and thereafter distributions will be made monthly, semi-annually
or annually, depending upon the plan of distribution chosen by each
Certificateholder.
(f) The First Settlement Date shall mean October 22, 1986.
(g) The number of Units referred to in Section 2.03 is 2,000.
(h) For the purposes of Section 4.02(a), the Evaluator shall receive
for each evaluation of the Bonds in the Trust a minimum fee of $12, plus a fee
of $0.25 for determining the aggregate value of each issue of Bonds in excess of
50 issues (treating separate maturities of Bonds as separate issues).
(i) For the purposes of Section 6.01(g), the
C/M: 11939.0001 407314.1
liquidation amount is hereby specified to be $800,000.
(j) For the purposes of Section 6.04, the Trustee shall be paid per
annum $1.02 per $1,000 principal amount of Bonds for that portion of the Trust
under the monthly distribution plan, $.54 per $1,000 principal amount of Bonds
for that portion of the Trust under the semi-annual distribution plan and $.35
per $1,000 principal amount of Bonds for that portion of the Trust under the
annual distribution plan. During the first year after the date hereof, such
payments to the Trustee will be reduced by a portion [a maximum of $.85 per Unit
times the number of Units on the monthly distribution plan, $.54 per Unit plus
$.31 of Trust expenses (to be assumed and paid by the Trustee) times the number
of Units on the semi-annual distribution plan and $.35 per Unit plus $.50 of
Trust expenses (to be assumed and paid by the Trustee) times the number of Units
on the annual distribution plan] of the amount of interest which accrues on any
"when, as and if issued" Bonds between the first settlement date of the Trust
and the respective dates of delivery of such Bonds.
(k) For purposes of Section 7.04, the Depositor's annual fee is hereby
specified to be $.25 per $1,000 principal amount of Bonds in the Trust.
(l) For purposes of this Series of Municipal Secu- rities Trust, the
form of Certificate set forth in this Indenture shall be appropriately modified
to reflect the title of this Series as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
C/M: 11939.0001 407314.1
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
Depositor
By
Authorized Signatory
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 15th day of October, 1986, before me personally appeared ▇▇▇▇▇
▇. ▇▇ ▇▇▇▇▇, to me known, who being by me duly sworn, said that he is an
Authorized Signatory of Bear, ▇▇▇▇▇▇▇ & Co. Inc., one of the corporations
described in and which executed the foregoing instrument, and that he signed his
name thereto by authority of the Board of Directors of said corporation.
Notary Public
Municipal Securities Trust,
Series 35
C/M: 11939.0001 407314.1
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
By
Assistant Vice President
(SEAL)
ATTEST:
Assistant Secretary
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 14th day of October, 1986, before me personally appeared
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , to me known, who being by me duly sworn, said that he is an
Authorized Signatory of United States Trust Company of New York, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation and that he signed his name thereto by like
authority.
Notary Public
Municipal Securities Trust,
Series 35
C/M: 11939.0001 407314.1
STANDARD & POOR'S CORPORATION Evaluator
By
Vice President
(SEAL)
ATTEST:
Vice President
Municipal Securities Trust,
Series 35
C/M: 11939.0001 407314.1
SCHEDULE A
MUNICIPAL SECURITIES TRUST
PORTFOLIO
SERIES 35
As of October 15, 1986
A MONTHLY PAYMENT SERIES
SEMI-ANNUAL PAYMENT SERIES OR ANNUAL PAYMENT SERIES
Aggregate Name of Issuer and Coupon/ Redemption Feature
Portfolio Principal Title of Bonds Maturity S.F.-- Sinking Fund
No. Amount Contracted for(5) Ratings(1) Date(s)(2) Ref.-- Refunding(2)
--- ------ ----------------- ---------- ---------- -------------------
1. $175,000 Illinois Development Finance Authority A 10.750% No Sinking Fund
Pollution Control Revenue Bonds, 1985 3/01/2015 3/01/95 @ 102 Ref.
Series A (Illinois Power Company Project)
2. 200,000 Illinois Health Facilities Authority Revenue A* 9.750% 1/01/94 @ 100 S.F.
Bonds, Series 1983 (Westlake Community 1/01/2013 1/01/93 @ 102 Ref.
Hospital Project) Melrose Park, Illinois
3. 200,000 Metropolitan Fair and Exposition Authority A+ 8.000% 6/01/02 @ 100 S.F.
(Illinois) Dedicated State Tax Revenue Bonds 6/01/2006 6/01/96 @ 102 Ref.
Series 1986
4. 200,000 City of Chicago (Illinois) Chicago ▇'▇▇▇▇ A 8.750% 1/01/07 @ 100 S.F.
International Airport General Airport 1/01/2016 1/01/94 @ 102 Ref.
Revenue Bonds, 1985 Series A
5. 100,000 Kentucky Development Finance Authority A* 10.250% 9/01/02 @ 100 S.F.
Hospital Revenue Refunding Bonds Baptist 9/01/2011 9/01/93 @ 102 Ref.
Hospitals, Inc. Issue, Series 1983
6. 100,000 Kentucky State Turnpike Authority A 8.500% 1/01/99 @ 100 S.F.
Toll Road Revenue Bonds, Series A 7/01/2004 7/01/96 @ 102 Ref.
7. 200,000 North Carolina Eastern Municipal Power A* 4.000% 1/01/17 @ 100 S.F.
Agency Power System Revenue Bonds, 1/01/2018 1/01/96 @ 102 Ref.
Refunding Series 1986A
8. 100,000 Fargo, North Dakota Hospital Revenue A+ 9.500% 6/01/00 @ 100 S.F.
Facilities - St. Luke's Hospital Fargo Project 6/01/2015 6/01/96 @ 102 Ref.
9. 150,000 Tulsa, Oklahoma Municipal Airport Revenue A- 9.500% No Sinking Fund
Industrial Development Revenue Bonds - 6/01/2020 12/01/95 @ 102 Ref.
American Airlines
10. 150,000 Memphis-Shelby County, Tennessee Airport A+ 7.875% No Sinking Fund
Authority, Special Facility and Project 9/01/2009 9/01/01 @ 103 Ref.
Revenue Bonds (Federal Express Corp.)
11. 100,000 Trinity River Authority, Texas Revenue A* 9.300% No Sinking Fund
Bonds, Tarrant County Water Authority 2/01/2003 2/01/95 @ 103 Ref.
12. 100,000 Intermountain Power Agency (a political A+ 5.000% 7/01/18 @ 100 S.F.
subdivision of the State of Utah) Power 7/01/2021 7/01/96 @ 100 Ref.
Supply Revenue Bonds Series A
13. 100,000 Washington State Health Care Facilities A 9.500% 11/01/00 @ 100 S.F.
Authority Revenue Bonds Deaconess Medical 11/01/2010 11/01/95 @ ▇▇▇ ▇▇▇.
▇▇▇▇▇▇ - ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Project
Portfolio Cost of Bonds
No. to Trust(3)
--- -----------
1. $209,335
2. 225,372
3. 210,828
4. 218,250
5. 116,344
6. 109,125
7. 116,024
8. 115,257
9. 170,010
10. 156,375
11. 112,576
12. 69,243
13. 114,699
C/M: 11939.0001 407314.1
Aggregate Name of Issuer and Coupon/ Redemption Feature
Portfolio Principal Title of Bonds Maturity S.F.-- Sinking Fund
No. Amount Contracted for(5) Ratings(1) Date(s)(2) Ref.-- Refunding(2)
--- ------ ----------------- ---------- ---------- -------------------
14. 125,000 Housing Finance Authority of Dade county AA 0.000% 1/01/08 @ 14.412 S.F.
(Florida) Multifamily Mortgage Revenue 7/01/2026 1/01/97 @ 4.828 Ref.
Bonds, 1984 Series B (▇.▇. ▇▇▇▇▇▇▇▇▇ Plaza
Project-FHA Insured Mortgage Loan)
$2,000,000
==========
Portfolio Cost of Bonds
No. to Trust(3)
--- -----------
14. 2,438
----------
$1,946,076
==========
C/M: 11939.0001 407314.1
MUNICIPAL-SECURITIES TRUST, SERIES 39
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement, dated October 13, 1988, among Bear,
▇▇▇▇▇▇▇ & Co. Inc., as Depositor, United States Trust Company of New York, as
Trustee, and Standard & Poor's Corporation, as Evaluator, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Municipal Securities Trust, Series 26, and Subsequent Series,
Trust Indenture and Agreement," dated April 25, 1985 (herein as amended or
supplemented called the "Indenture"), and such provisions as are set forth in
full and such provisions as are incorporated by reference constitute a single
instrument.
W I T N E S S E T H T H A T
:
In consideration of the premises and of the mutual agreements
contained herein, the Depositor, the Trustee, and the Evaluator 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 Indenture 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 if those said provisions had been set forth in full in this
instrument, except that for all purposes of this Series 39 and all subsequent
Series, the following amendments shall apply:
(a) The Indenture is amended by adding the words, "35th Discount
Series (and Subsequent Series) and High Income Series 1 (and Subsequent Series)"
immediately after the words "Municipal Securities Trust, Series 26 (and
Subsequent Series)" wherever the latter shall appear in the Indenture;
(b) Section 1.01(6) is amended by adding the word "Inc." immediately
after the words "Bear, ▇▇▇▇▇▇▇ & Co.";
(c) Section 1.01(16) is amended by adding the words "sequentially
numbered" immediately after the word "particular" and by adding the words "a
Series of" immediately before the words "Municipal Securities Trust";
(d) Section 1.01(17) is amended by redesignating it Section 1.01(19);
(e) A new Section 1.01(17) is added as follows: "The
C/M: 11939.0001 407314.1
term 'sequentially numbered series' shall mean the numbered series of any
designated series of Municipal Securities Trust as to which this Indenture shall
be applicable.";
(f) Section 1.01(18) is amended by redesignating it Section 1.01(20),
and by adding the words "any sequentially numbered series of Municipal
Securities" immediately after the words "shall mean" and substituting the word
"each" for the word "the" immediately after the words "excluded from";
(g) A new Section 1.01(18) is added as follows: "'Series' shall mean
the individual trusts comprising municipal Securities Trust, which Series
consist of indefinite sequentially numbered series.";
(h) Section 1.01(19) is amended by redesignating it Section 1.01(21);
(i) Section 1.01(20) is amended by redesignating it Section 1.01(22)
and by adding the words "equal to the fraction" immediately after the word
"initially", and the word "fraction" immediately after the words "denominator of
which";
(j) Section 1.01(21) is amended by redesignating it Section 1.01(23);
(k) Section 1.02 is amended by substituting the following form of
Certificate for the form of Certificate appearing in said Section:
C/M: 11939.0001 407314.1
CERTIFICATE OF OWNERSHIP
Evidencing A Fractional Undivided Interest in
No. UNITS
MUNICIPAL SECURITIES TRUST
SERIES
PLAN OF DISTRIBUTION:
CUSIP
THIS IS TO CERTIFY THAT is the owner and registered holder of this Certificate
evidencing the ownership of Unit(s) of fractional undivided interest in
Municipal Securities Trust of the above Series (hereinafter called the "Trust")
created under the laws of the State of New York by the Trust Indenture and
Agreement as modified by the Reference Trust Agreement relating to the
sequentially numbered series of the Series noted on the face hereof (hereinafter
called the "Indenture") among BEAR, ▇▇▇▇▇▇▇ & CO. INC. (hereinafter called the
"Depositor"), UNITED STATES TRUST COMPANY OF NEW YORK (hereinafter called the
"Trustee"), and STANDARD & POOR'S CORPORATION (hereinafter called the
"Evaluator"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Indenture to which the holder of this
Certificate by virtue of the acceptance hereof assents and is bound, a summary
of certain of the pertinent provisions of which is set forth on the reverse
hereof. The Depositor hereby grants and conveys all of its right, title and
interest in and to the Trust to the extent of the fractional undivided interest
represented hereby to the registered holder of this Certificate subject to and
in pursuance of the Indenture. This Certificate is transferable and
interchangeable by the registered holder in person or by his duly authorized
attorney at the corporate trust office of the Trustee upon surrender of this
Certificate properly endorsed or accompanied by a written instrument of transfer
in form satisfactory to the Trustee and payment of the fees and expenses
applicable hereto set forth herein.
C/M: 11939.0001 407314.1
This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Indenture.
IN WITNESS WHEREOF, Bear, ▇▇▇▇▇▇▇ & Co. Inc., as Depositor, has caused
this Certificate to be executed in facsimile by an authorized signatory and
United States Trust Company of New York, as Trustee, has caused this Certificate
to be executed in its corporate name by an authorized officer.
Date:
BEAR, ▇▇▇▇▇▇▇ & CO. INC. UNITED STATES TRUST COMPANY
Depositor OF NEW YORK
Trustee
By:
Authorized Signatory By:
Authorized Officer
The following is a summary of certain provisions of the Indenture (a
copy of which is on file and available for inspection to the holder hereof at
the corporate trust office of the Trustee), to which this Certificate is subject
and to which reference is hereby made. All of the terms, conditions and
covenants of the Indenture are incorporated herein by reference as fully as if
set forth herein. The Trust consists of (1) such of the interest-bearing debt
securities and obligations that may be deposited in trust and listed in Schedule
A of the Indenture (including contracts, if any, for the purchase of certain of
such securities and obligations together with the cash, cash equivalents and/or
an irrevocable letter of credit issued by a commercial bank in the amount
required for such purchase) and any other securities that may be deposited in
the Trust in exchange or substitution therefor in accordance with the Indenture,
as may from time to time continue to be held in the Trust and (2) such cash
amounts as from time to time may be held in the Interest Account and the
Principal Account maintained under the Indenture in the manner described below.
At any given time this Certificate shall represent a fractional
undivided interest in the Trust, the numerator of which fraction shall be the
number of units set forth on the face hereof and the denominator of which shall
be the total number of units of fractional undivided interest represented by all
Certificates of this Series which are outstanding at such time.
The registered holder of this Certificate is entitled at any time upon
tender of this Certificate to the Trustee at its corporate trust office in the
City of New York, endorsed in blank or accompanied by all necessary instruments
of assignment and
C/M: 11939.0001 407314.1
transfer in proper form, and upon payment of any tax or other governmental
charges, to receive on the seventh calendar day following the day on which such
tender is made, or, if such calendar day is not a business day, on the first
business day prior to such calendar day, an amount in cash equal to the
evaluation of the fractional undivided interest in the Trust evidenced by this
Certificate, upon the basis provided for in the Indenture (the "Redemption
Price"). The right of redemption may be suspended and the date of payment may be
postponed for any period during which the New York Stock Exchange is closed or
trading on that,Exchange is restricted, or for any period during which an
emergency exists so that disposal of the obligations held in the Trust is not
reasonably practicable or it is not reasonably practicable fairly to determine
the value of such obligations in accordance with the Indenture or for such other
periods as the Securities and Exchange Commission may by order permit.
The Trustee is irrevocably authorized in its discretion, in lieu of
redeeming this Certificate if tendered for redemption, to sell this Certificate
in the over-the-counter market or by private sale for the account of the
Certificateholder at a price which will return to the Certificateholder an
amount in cash, net after deducting brokerage commissions, transfer taxes and
other charges, equal to or in excess of the Redemption Price for this
Certificate. In the event of any such sale the Trustee shall pay the net
proceeds thereof to the Certificateholder on the day he would otherwise be
entitled to receive payment of the Redemption Price.
Interest received by the Trustee as part of the Trust (including
interest accrued and unpaid prior to the day of deposit of any obligation in the
Trust and that part of the proceeds of the sale, liquidation, redemption or
maturity of any such obligation which represents accrued interest) shall be
credited by the Trustee to the Interest Account. The fractional undivided
interest represented by this Certificate in the balance in the Interest Account
(after the deductions referred to below) shall first be computed as of the
semi-annual Record Date (as defined in the Indenture). The next computation
shall be made as of the next succeeding semi-annual Record Date, and thereafter
as of the first day of June and December of each year commencing with the first
such day following the date of this Certificate.
An amount in cash equal to the fractional undivided interest in the
Interest Account (on the basis set forth below) computed as set forth above,
shall be distributed on the 15th day of the respective months, or within a
reasonable period of time thereafter, to the registered holder of this
Certificate at the close of business on the first day of the month in which such
distribution is made.
C/M: 11939.0001 407314.1
The Trustee shall make semi-annual distributions from the Interest
Account on the basis of one-half of the estimated annual interest income
expected by the Trustee to be received by the Trust in the ensuing twelve month
period, after deduction of the estimated costs and expenses to be incurred
during such period, except as otherwise hereafter provided. To the extent cash
in the Interest Account is insufficient for any distribution the Trustee shall
advance its own funds sufficient therefor and shall be entitled to
reimbursement, without interest, out of interest received by the Trust
subsequent to such advance.
All moneys (other than interest) received by the Trustee, as part of
the Trust (including amounts received from the sale, liquidation, redemption or
maturity of any obligation held in the Trust) shall be credited by the Trustee
to a separate Principal Account. The fractional undivided interest represented
by this Certificate in the cash balance in the Principal Account (after the
deductions referred to below) shall be computed as of the first day of June and
December of each year, commencing with the semi-annual Record Date. An amount in
cash equal to the fractional undivided interest in the Principal Account,
computed as set forth above, shall be distributed on the fifteenth day of the
respective months, or within a reasonable time thereafter, to the registered
holder of this Certificate at the close of business on the first day of such
month. The Trustee shall not be required to make a distribution from the
Principal Account unless the cash balance on such deposit therein available for
such distribution shall be sufficient to permit the distribution of at least
$1.00 per Unit.
Distributions from the Interest and Principal Accounts shall be made
to the registered holder hereof by check mailed to the address of such holder
appearing in the registration books of the Trustee.
From time to time deductions shall be made from the Interest Account
and Principal Account, as more fully set forth in the Indenture, for
redemptions, compensation of the Trustee, compensation of the Evaluator, payment
of the Depositor's fee for services as such, reimbursement of certain expenses
incurred or advances made by or on behalf of the Trustee, certain legal
expenses, and payment of, or the establishment of a reserve for, applicable
taxes or governmental charges, if any.
Within a reasonable period of time after the end of each calendar year
the Trustee shall furnish to the registered holder of this Certificate a
statement setting forth, among other things, the amounts received by the Trust
and deductions therefrom and the amounts distributed during the preceding year
in respect of interest on, payments and prepayments of principal of, and sales,
redemptions or maturities of, obligations held in the Trust.
C/M: 11939.0001 407314.1
This Certificate shall be transferable by the registered holder hereof
by presentation and surrender at the corporate trust office of.the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Trustee and executed by the registered
holder hereof or his authorized attorney. Certificates of this Series are
interchangeable for one or more Certificates in an equal aggregate number of
Units of fractional undivided interest at the corporate trust office of the
Trustee, in denominations of a single Unit of fractional undivided interest or
any whole multiple thereof.
The holder of this Certificate may be required to pay a transfer
charge in connection with the transfer or exchange of this Certificate, as well
as any tax or other governmental charge that may be imposed in connection with
the transfer, exchange or other surrender of this Certificate.
The holder of this Certificate, by virtue of the acceptance hereof,
assents to and shall be bound by the terms of the Indenture, a copy of which is
on file and available for inspection at the corporate trust office of the
Trustee, to which reference is made for all the terms, conditions and covenants
thereof.
The Trustee may deem and treat the person in whose name this
Certificate is registered upon the books of the Trustee as the owner hereof for
all purposes and the Trustee shall not be affected by any notice to the
contrary.
The Indenture and the Trust created thereby shall terminate upon the
maturity, redemption, sale or other disposition of the last security held
thereunder, provided, however, that in no event shall the Indenture and the
Trust continue beyond the end of the calendar year preceding the fiftieth
anniversary of the execution of the Indenture. The Indenture also provides that
the Trust may be terminated at any time by the written consent of the holders of
Certificates representing all of the Units outstanding and under certain
circumstances which include a decrease in the value of the Trust to less than
40% of the initial aggregate principal amount of the securities deposited in the
Trust. Upon any termination the Trustee shall fully liquidate the securities
then held, if any, and distribute pro rata the funds then held in the Trust upon
surrender of the Certificates, all in the manner provided in the Indenture. Upon
termination, the Trustee shall be under no further obligation with respect to
the Trust, except to hold the funds in trust without interest until distribution
as aforesaid and shall have no duty upon any such termination to communicate
with the holder hereof other than by mail at the address of such holder
appearing on the registration books of the Trustee.
C/M: 11939.0001 407314.1
STATEMENT REGARDING DISTRIBUTION
On the face of this Certificate it is indicated whether the registered
holder hereof has elected to receive distributions from the Interest Account
monthly, semi-annually, or annually.
This Certificate by its terms provides that distributions from the
Interest Account shall first be computed as of the semi-annual Record Date, and
thereafter as of the next succeeding semi-annual Record Date commencing with the
first such day following the date of the Certificate, and an amount in cash
equal to the share of the Interest Account represented by this Certificate
distributed on the fifteenth day of the respective months next following such
computations, or within a reasonable period of time thereafter, to the
registered holder of this Certificate at the close of business on the first day
of the month in which the distribution is made.
If monthly distributions have been selected, the fractional undivided
interest represented by this Certificate in the balance in the Interest Account,
after the first distribution and after the deductions referred to above, will be
computed monthly as of the first day of each month of each year, commencing with
the monthly Record Date, and an amount in cash as thus computed will be
distributed to the holder hereof at such date of computation on or shortly after
the fifteenth day of each month.
If annual distributions have been selected, the fractional undivided
interest represented by this Certificate in the balance in the Interest Account,
after the first distribution and after the deductions referred to above, will be
computed annually as of the first day of December of each year, commencing with
the annual Record Date and an amount in cash as thus computed will be
distributed to the holder hereof at such date of computation on or shortly after
the fifteenth day of each December.
All Certificateholders of record as of the First Record Date (as
defined in the Indenture) however, regardless of the plan of distribution
selected, will receive the distribution to be made on or shortly after the First
Payment Date (as defined in the Indenture) and thereafter, distributions will be
made monthly, semi-annually or annually depending upon the plan of distribution,
chosen by the holder hereof.
The plan of distribution chosen by the registered holder hereof may be
changed by written notice to the Trustee not later than November 1 in any
calendar year by surrender to the Trustee of this Certificate, together with a
completed form for selection of plan of distribution provided by the Trustee. A
plan of distribution shall continue in effect until changed as
C/M: 11939.0001 407314.1
herein provided. A change in a plan of distribution may only be made as
indicated herein and will be effective as of December 2 for the ensuing twelve
months. Distributions to Certificateholders who are participating in one of the
optional plans for distribution of interest shall not be affected because of
advancements of the Trustee for the purpose of equalizing distributions to
Certificateholders participating in a different plan.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF TRANSFERS MIN ACT-.....Custodian......
(Cust): (Minor)
under Uniform Transfers to Minors
Act.............................
(State)
Additional abbreviations may also be used though not in the above list.
C/M: 11939.0001 407314.1
ASSIGNMENT
For Value Received hereby sells,
assigns and transfers unto the
within Certificate and does hereby irrevocably constitute and appoint
attorney, to transfer the within Certificate
on the books of the Trustee, with full power of substitution in the premises.
Dated:
NOTICE: The signatures to this assignment
must correspond with the name(s) as
written above upon the face of this
Certificate in every particular, without
alteration or enlargement or any change
whatever.
Signature Guaranteed
[end of Certificate]
(1) Section 9.05 is amended as follows:
(i) the word "Inc." is added immediately after the
words "Bear, ▇▇▇▇▇▇▇ & Co."; and
(ii) the address of the Depositor is changed to "245
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇".
C/M: 11939.0001 407314.1
PART II
SPECIAL TERMS AND
CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The interest-bearing obligations listed in Schedule A hereto have
been deposited in trust under this Indenture.
(b) For the purposes of the definition of the Unit in Article I the
fractional undivided interest in and ownership of the Trust is 1/2,500.
(c) The term Record Date shall mean the first day of each month (or
the last business day prior thereto) commencing on March 1, 1989 for monthly
distributions, June 1 and December 1 of each year for semi-annual distributions
(commencing on June 1, 1989) and December 1 of each year for annual
distributions (commencing on December 1, 1989).
(d) The term Payment Date shall mean the fifteenth day of each month
(or the last business day prior thereto) commencing on March 15, 1989 for
monthly distributions, June 15 and December 15 of each year for semi-annual
distributions (commencing on June 15, 1989) and December 15 of each year for
annual distributions (commencing on December 15, 1989).
(e) All Certificateholders of record on February 1, 1989 (the "First
Record Date"), regardless of the plan of distribution selected, will receive a
distribution to be made on or shortly after February 15, 1989 (the "First
Payment Date"), and thereafter distributions will be made monthly, semi-annually
or annually, depending upon the plan of distribution chosen by each
Certificateholder.
(f) The First Settlement Date shall mean October 20, 1988.
(g) The number of Units referred to in Section 2.03 is 2,500.
(h) For the purposes of Section 4.02(a), the Evaluator shall receive
for each evaluation of the Bonds in the Trust a minimum fee of $15, plus a fee
of $0.25 for determining the aggregate value of each issue of Bonds in excess of
50 issues (treating separate maturities of Bonds as separate issues).
(i) For the purposes of Section 6.01(g), the
C/M: 11939.0001 407314.1
liquidation amount is hereby specified to be $1,000,000.
(j) For the purposes of Section 6.04, the Trustee shall be paid per
annum $1.05 per $1,000 principal amount of Bonds for that portion of the Trust
under the monthly distribution plan, $.60 per $1,000 principal amount of Bonds
for that portion of the Trust under the semi-annual distribution plan and $.35
per $1,000 principal amount of Bonds for that portion of the Trust under the
annual distribution plan. During the first year after the date hereof, such
payments to the Trustee will be reduced by a portion [a maximum of $.88 per Unit
times the number of Units on the monthly distribution plan, $.60 per Unit plus
$.28 of Trust expenses (to be assumed and paid by the Trustee) times the number
of Units on the semi-annual distribution plan and $.35 per Unit plus $.53 of
Trust expenses (to be assumed and paid by the Trustee) times the number of Units
on the annual distribution plan] of the amount of interest which accrues on any
"when, as and if issued" Bonds between the first settlement date of the Trust
and the respective dates of delivery of such Bonds.
(k) For purposes of Section 7.04, the Depositor's annual fee is hereby
specified to be $.25 per $1,000 principal amount of Bonds in the Trust.
(l) For purposes of this Series of Municipal Secu- rities Trust, the
form of Certificate set forth in this Indenture shall be appropriately modified
to reflect the title of this Series as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
C/M: 11939.0001 407314.1
BEAR, ▇▇▇▇▇▇▇ & CO. INC. Depositor
By
Authorized Signatory
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 13th day of October 1988, before me personally appeared ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, to me known, who being by me duly sworn, said that he is an
Authorized Signatory of Bear, ▇▇▇▇▇▇▇ Co. Inc., one of the corporations
described in and which executed the foregoing instrument, and that he signed his
name thereto by authority of the Board of Directors of said corporation.
Notary Public
Municipal Securities Trust,
Series 39
C/M: 11939.0001 407314.1
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
By
Assistant Vice President
(SEAL)
ATTEST:
Assistant Secretary
Municipal Securities Trust,
Series 39
C/M: 11939.0001 407314.1
STANDARD & POOR'S CORPORATION
Evaluator
By
Vice President
(SEAL)
ATTEST:
Vice President
Municipal Securities Trust,
Series 39
C/M: 11939.0001 407314.1
SCHEDULE A
MUNICIPAL SECURITIES TRUST
PORTFOLIO
SERIES 39
As of October 13, 1988
A MONTHLY PAYMENT SERIES
SEMI-ANNUAL PAYMENT SERIES OR ANNUAL PAYMENT SERIES
Aggregate Name of Issuer and Coupon/ Redemption Feature
Portfolio Principal Title of Bonds Maturity S.F.-- Sinking Fund
No. Amount Contracted for(5) Ratings(1) Date(s)(2) Ref.-- Refunding(2)
--- ------ ----------------- ---------- ---------- -------------------
1. $250,000 Reg. Arpts. Imprvmt. Corp. Facs. Sublease A2* 11.250% 11/01/06 @ 100 S.F.
▇▇▇. ▇▇▇▇▇ 1985 Issue Western Air Lines 11/01/2025 11/01/95 @ 103 Ref.
Inc. (L.A. Intrntl. Arpt.)
2. 250,000 ▇▇▇▇▇ Cnty. Ga. Dev. Auth. Poll. Cntrl. Rev. AA- 9.875% 1/01/06 @ 100 S.F.
Bonds (Oglethorpe Pwr. Corp. Vogtle Prjt.) 1/01/2010 1/01/95 @ 102 Ref.
Series 1985
3. 250,000 Ind. Bond Bank 1985B Series A 9.250% 2/01/96 @ 100 S.F.
2/01/2016 8/01/95 @ 103 Ref.
4. 100,000 N.J. Hlth. Care Fac. Fncg. Auth. ▇▇▇. ▇▇▇▇▇ AA 9.000% 8/01/02 @ 100 S.F.
(▇▇▇▇▇▇▇▇▇ Gen. Med. Cntr. Issue) (FHA 8/01/2005 2/01/93 @ 105 Ref.
Insrd. Mtg) Series B)
5. 250,000 Salem Cnty. N.J. Indus. Poll Cntrl. Fncg. A- 10.500% No Sinking Fund
Auth. ▇▇▇. ▇▇▇▇▇ Publ Serv. Elec. & Gas 11/01/2014 11/01/94 @ 102 Ref.
Co. Prjt. Series C
6. 250,000 N.C. Eastern Muni. Pwr. Agncy. Pwr. Sys. AAA 4.500% 7/01/20 @ 100 S.F.
Rev. Rfndg Bonds Series 1987A (Financial 1/01/2024 1/01/97 @ 100 Ref.
Guaranty)
7. 100,000 Philadelphia Penn. Arpt. ▇▇▇. ▇▇▇▇▇ Series A 9.000% 6/15/06 @ 100 S.F.
1985 (Philadelphia Arpt. Systems) 6/15/2015 6/15/96 @ 103 Ref.
8. 175,000 ▇▇▇▇▇▇▇▇▇▇▇▇ Cnty. Penn. Indus. Dev. Auth. A* 6.500% 7/01/99 @ 100 S.F.
Hosp. Rev. Rfndg. Bonds (Citizens Gen. 7/01/2015 7/01/97 @ 102 Ref.
Hosp.) Series A1987
9. 250,000 Metro. Nashville Tenn. Arpt. Auth. Special A2* 9.875% No Sinking Fund
Fac. ▇▇▇. ▇▇▇▇▇ (American Airlines Inc. 10/01/2005 10/01/95 @ 102 Ref.
Prjt.) Series 1985
10. 250,000 Wichita Cnty. Tax. Hosp. Rev. Rfndg. Bonds A* 6.000% 9/01/10 @ 100 S.F.
(Wichita Falls Gen. Hosp. Brd.) Series 1987 9/01/2013 9/01/97 @ 102 Ref.
11. 250,000 Peninsula Ports Authority of Virginia Hosp. AAA 8.700% 2/01/95 @ 100 S.F.
Rev. Rfndg. Bonds 1987 Series (▇▇▇▇▇▇▇▇▇ 8/01/2023 8/01/97 @ 102 Ref.
Mem. Hosp. Prjt.-FHA Insrd. Mtg.)
12. 125,000 Allegheny Cnty. Penn. Rsdntl. Finc. Auth. Aa(Con)* 0.000% 12/01/14 @ 22.971 S.F
Multi-Fam. Mtg. ▇▇▇. ▇▇▇▇▇ (FHA Insrd. 12/01/2027 6/01/96 @ 3.100 Ref.
Mtg. Loans) 1985 Series A
$2,500,000
===========
Portfolio Cost of Bonds
No. to Trust(3)
--- -----------
1. $308,975
2. 283,527
3. 280,333
4. 108,664
5. 293,818
6. 155,370
7. 110,138
8. 150,447
9. 284,755
10. 198,590
11. 266,175
12. 2,375
$2,443,167
===========
C/M: 11939.0001 407314.1
MUNICIPAL SECURITIES TRUST, SERIES 40
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement, dated December 15, 1988, among Bear,
▇▇▇▇▇▇▇ & Co. Inc., as Depositor, United States Trust Company of New York, as
Trustee, and Standard & Poor's Corporation, as Evaluator, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Municipal Securities Trust, Series 26, and Subsequent Series,
Trust Indenture and Agreement," dated April 25, 1985 (herein as amended or
supplemented called the "Indenture"), and such provisions as are set forth in
full and such provisions as are incorporated by reference constitute a single
instrument.
W I T N E S S E T H T H A T
:
In consideration of the premises and of the mutual agreements
contained herein, the Depositor, the Trustee, and the Evaluator 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 Indenture 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 if those said provisions had been set forth in full in this
instrument, except that for all purposes of this Series 40 and all subsequent
Series, the following amendments shall apply:
(a) The Indenture is amended by adding the words, ",35th Discount
Series (and Subsequent Series) and High Income Series 1 (and Subsequent Series)"
immediately after the words "Municipal Securities Trust, Series 26 (and
Subsequent Series)" wherever the latter shall appear in the Indenture;
(b) Section 1.01(6) is amended by adding the word "Inc." immediately
after the words "Bear, ▇▇▇▇▇▇▇ & Co.";
(c) Section 1.01(16) is amended by adding the words sequentially
numbered" immediately after the word "particular" and by adding the words "a
Series of" immediately before the words "Municipal Securities Trust";
(d) Section 1.01(17) is amended by redesignating it Section 1.01(19);
C/M: 11939.0001 407314.1
(e) A new Section 1.01(17) is added as follows: "The term
'sequentially numbered series' shall mean the numbered series of any designated
Series of Municipal Securities Trust as to which this Indenture shall be
applicable.";
(f) Section 1.01(18) is amended by redesignating it Section 1.01(20),
and by adding the words "any sequentially numbered series of Municipal
Securities" immediately after the words "shall mean" and substituting the word
"each" for the word "the" immediately after the words "excluded from";
(g) A new Section 1.01(18) is added as follows: "'Series' shall mean
the individual trusts comprising Municipal Securities Trust, which Series
consist of indefinite sequentially numbered series.";
(h) Section 1.01(19) is amended by redesignating it Section 1.01(21);
(i) Section 1.01(20) is amended by redesignating it Section 1.01(22)
and by adding the words "equal to the fraction" immediately after the word
"initially", and the word "fraction" immediately after the words "denominator of
which";
(j) Section 1.01(21) is amended by redesignating it Section 1.01(23);
(k) Section 1.02 is amended by substituting the following form of
Certificate for the form of Certificate appearing in said Section:
C/M: 11939.0001 407314.1
CERTIFICATE OF OWNERSHIP
Evidencing A Fractional Undivided Interest in
No. UNITS
MUNICIPAL SECURITIES TRUST
SERIES
PLAN OF DISTRIBUTION:
CUSIP
THIS IS TO CERTIFY THAT is the owner and registered
holder of this Certificate evidencing the ownership of Unit(s) of
fractional undivided interest in Municipal Securities Trust of the above Series
(hereinafter called the "Trust") created under the laws of the State of New York
by the Trust Indenture and Agreement as modified by the Reference Trust
Agreement relating to the sequentially numbered series of the Series noted on
the face hereof (hereinafter called the "Indenture") among BEAR, ▇▇▇▇▇▇▇ & CO.
INC. (hereinafter called the "Depositor"), UNITED STATES TRUST COMPANY OF NEW
YORK (hereinafter called the "Trustee"), and STANDARD & POOR'S CORPORATION
(hereinafter called the "Evaluator"). This Certificate is issued under and is
subject to the terms, provisions and conditions of the Indenture to which the
holder of this Certificate by virtue of the acceptance hereof assents and is
bound, a summary of certain of the pertinent provisions of which is set forth on
the reverse hereof. The Depositor hereby grants and conveys all of its right,
title and interest in and to the Trust to the extent of the fractional undivided
interest represented hereby to the registered holder of this Certificate subject
to and in pursuance of the Indenture. This Certificate is transferable and
interchangeable by the registered holder in person or by his duly authorized
attorney at the corporate trust office of the Trustee upon surrender of this
Certificate properly endorsed or accompanied by a written instrument of transfer
in form satisfactory to the Trustee and payment of the fees and expenses
applicable hereto set forth herein.
C/M: 11939.0001 407314.1
This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Indenture.
IN WITNESS WHEREOF, Bear, ▇▇▇▇▇▇▇ & Co. Inc., as Depositor has caused
this Certificate to be executed in facsimile by an authorized signatory and
United States Trust Company of New York, as Trustee, has caused this Certificate
to be executed in its corporate name by an authorized officer.
Date:
BEAR, ▇▇▇▇▇▇▇ & CO. INC. UNITED STATES TRUST COMPANY
Depositor OF NEW YORK
Trustee
By:
Authorized Signatory By:
Authorized Officer
The following is a summary of certain provisions of the Indenture (a
copy of which is on file and available for inspection to the holder hereof at
the corporate trust office of the Trustee), to which this Certificate is subject
and to which reference is hereby made. All of the terms, conditions and
covenants of the Indenture are incorporated herein by reference as fully as if
set forth herein. The Trust consists of (1) such of the interest-bearing debt
securities and obligations that may be deposited in trust and listed in Schedule
A of the Indenture (including contracts, if any, for the purchase of certain of
such securities and obligations together with the cash, cash equivalents and/or
an irrevocable letter of credit issued by a commercial bank in the amount
required for such purchase) and any other securities that may be deposited in
the Trust in exchange or substitution therefor in accordance with the Indenture,
as may from time to time continue to be held in the Trust and (2) such cash
amounts as from time to time may be held in the Interest Account and the
Principal Account maintained under the Indenture in the manner described below.
At any given time this Certificate shall represent a fractional
undivided interest in the Trust, the numerator of which fraction shall be the
number of units set forth on the face hereof and the denominator of which shall
be the total number of units of fractional undivided interest represented by all
Certificates of this Series which are outstanding at such time.
The registered holder of this Certificate is entitled at any time upon
tender of this Certificate to the Trustee at its
C/M: 11939.0001 407314.1
corporate trust office in the City of New York, endorsed in blank or accompanied
by all necessary instruments of assignment and transfer in proper form, and upon
payment of any tax or other governmental charges, to receive on the seventh
calendar day following the day on which such tender is made, or, if such
calendar day is not a business day, on the first business day prior to such
calendar day, an amount in cash equal to the evaluation of the fractional
undivided interest in the Trust evidenced by this Certificate, upon the basis
provided for in the Indenture (the "Redemption Price"). The right of redemption
may be suspended and the date of payment may be postponed for any period during
which the New York Stock Exchange is closed or trading on that Exchange is
restricted, or for any period during which an emergency exists so that disposal
of the obligations held in the Trust is not reasonably practicable or it is not
reasonably practicable fairly to determine the value of such obligations in
accordance with the Indenture or for such other periods as the Securities and
Exchange Commission may by order permit.
The Trustee is irrevocably authorized in its discretion, in lieu of
redeeming this Certificate if tendered for redemption, to sell this Certificate
in the over-the-counter market or by private sale for the account of the
Certificateholder at a price which will return to the Certificateholder an
amount in cash, net after deducting brokerage commissions, transfer taxes and
other charges, equal to or in excess of the Redemption Price for this
Certificate. In the event of any such sale the Trustee shall pay the net
proceeds thereof to the Certificateholder on the day he would otherwise be
entitled to receive payment of the Redemption Price.
Interest received by the Trustee as part of the Trust (including
interest accrued and unpaid prior to the day of deposit of any obligation in the
Trust and that part of the proceeds of the sale, liquidation, redemption or
maturity of any such obligation which represents accrued interest) shall be
credited by the Trustee to the Interest Account. The fractional undivided
interest represented by this Certificate in the balance in the Interest Account
(after the deductions referred to below) shall first be computed as of the
semi-annual Record Date (as defined in the Indenture). The next computation
shall be made as of the next succeeding semi-annual Record Date, and thereafter
as of the first day of June and December of each year commencing with the first
such day following the date of this Certificate.
An amount in cash equal to the fractional undivided interest in the
Interest Account (on the basis set forth below) computed as set forth above,
shall be distributed on the 15th day of the respective months, or within a
reasonable period of time thereafter, to the registered holder of this
Certificate at the close of business on the first day of the month in which such
C/M: 11939.0001 407314.1
distribution is made.
The Trustee shall make semi-annual distributions from the Interest
Account on the basis of one-half of the estimated annual interest income
expected by the Trustee to be received by the Trust in the ensuing twelve month
period, after deduction of the estimated costs and expenses to be incurred
during such period, except as otherwise hereafter provided. To the extent cash
in the Interest Account is insufficient for any distribution the Trustee shall
advance its own funds sufficient therefor and shall be entitled to
reimbursement, without interest, out of interest received by the Trust
subsequent to such advance.
All moneys (other than interest) received by the Trustee, as part of
the Trust (including amounts received from the sale, liquidation, redemption or
maturity of any obligation held in the Trust) shall be credited by the Trustee
to a separate Principal Account. The fractional undivided interest represented
by this Certificate in the cash balance in the Principal Account (after the
deductions referred to below) shall be computed as of the first day of June and
December of each year, commencing with the semi-annual Record Date. An amount in
cash equal to the fractional undivided interest in the Principal Account,
computed as set forth above, shall be distributed on the fifteenth day of the
respective months, or within a reasonable time thereafter, to the registered
holder of this Certificate at the close of business on the first day of such
month. The Trustee shall not be required to make a distribution from the
Principal Account unless the cash balance on such deposit therein available for
such distribution shall be sufficient to permit the distribution of at least
$1.00 per Unit.
Distributions from the Interest and Principal Accounts shall be made
to the registered holder hereof by check mailed to the address of such holder
appearing in the registration books of the Trustee.
From time to time deductions shall be made from the Interest Account
and Principal Account, as more fully set forth in the Indenture, for
redemptions, compensation of the Trustee, compensation of the Evaluator, payment
of the Depositor's fee for services as such, reimbursement of certain expenses
incurred or advances made by or on behalf of the Trustee, certain legal expenses
and payment of, or the establishment of a reserve for, applicable taxes or
governmental charges, if any.
Within a reasonable period of time after the end of each calendar year
the Trustee shall furnish to the registered holder of this Certificate a
statement setting forth, among other things, the amounts received by the Trust
and deductions therefrom and the amounts distributed during the preceding year
in respect of interest on, payments and prepayments of principal
C/M: 11939.0001 407314.1
of, and sales, redemptions or maturities of, obligations held in
the Trust.
This Certificate shall be transferable by the registered holder hereof
by presentation and surrender at the corporate trust office of the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Trustee and executed by the registered
holder hereof or his authorized attorney. Certificates of this Series are
interchangeable for one or more Certificates in an equal aggregate number of
Units of fractional undivided interest at the corporate trust office of the
Trustee, in denominations of a single Unit of fractional undivided interest or
any whole multiple thereof.
The holder of this Certificate may be required to pay a transfer
charge in connection with the transfer or exchange of this Certificate, as well
as any tax or other governmental charge that may be imposed in connection with
the transfer, exchange or other surrender of this Certificate.
The holder of this Certificate, by virtue of the acceptance hereof,
assents to and shall be bound by the terms of the Indenture, a copy of which is
on file and available for inspection at the corporate trust office of the
Trustee, to which reference is made for all the terms, conditions and covenants
thereof.
The Trustee may deem and treat the person in whose name this
Certificate is registered upon the books of the Trustee as the owner hereof for
all purposes and the Trustee shall not be affected by any notice to the
contrary.
The Indenture and the Trust created thereby shall terminate upon the
maturity, redemption, sale or other disposition of the last security held
thereunder, provided, however, that in no event shall the Indenture and the
Trust continue beyond the end of the calendar year preceding the fiftieth
anniversary of the execution of the Indenture. The Indenture also provides that
the Trust may be terminated at any time by the written consent of the holders of
Certificates representing all of the Units outstanding and under certain
circumstances which include a decrease in the value of the Trust to less than
40% of the initial aggregate principal amount of the securities deposited in the
Trust. Upon any termination the Trustee shall fully liquidate the securities
then held, if any, and distribute pro rata the funds then held in the Trust upon
surrender of the Certificates, all in the manner provided in the Indenture. Upon
termination, the Trustee shall be under no further obligation with respect to
the Trust, except to hold the funds in trust without interest until distribution
as aforesaid and shall have no duty upon any such termination to communicate
C/M: 11939.0001 407314.1
with the holder hereof other than by mail at the address of such bolder
appearing on the registration books of the Trustee.
STATEMENT REGARDING DISTRIBUTION
On the face of this Certificate it is indicated whether the registered
holder hereof has elected to receive distributions from the Interest Account
monthly, semi-annually, or annually.
This Certificate by its terms provides that distributions from the
Interest Account shall first be computed as of the semi-annual Record Date, and
thereafter as of the next succeeding semi-annual Record Date commencing with the
first such day following the date of the Certificate, and an amount in cash
equal to the share of the Interest Account represented by this Certificate
distributed on the fifteenth day of the respective months next following such
computations, or within a reasonable period of time thereafter, to the
registered holder of this Certificate at the close of business on the first day
of the month in which the distribution is made.
If monthly distributions have been selected, the fractional undivided
interest represented by this Certificate in the balance in the Interest Account,
after the first distribution and after the deductions referred to above, will be
computed monthly as of the first day of each month of each year, commencing with
the monthly Record Date, and an amount in cash as thus computed will be
distributed to the holder hereof at such date of computation on or shortly after
the fifteenth day of each month.
If annual distributions have been selected, the fractional undivided
interest represented by this Certificate in the balance in the Interest Account,
after the first distribution and after the deductions referred to above, will be
computed annually as of the first day of December of each year, commencing with
the annual Record Date and an amount in cash as thus computed,ill be distributed
to the holder hereof at such date of computation on or shortly after the
fifteenth day of each December.
All Certificateholders of record as of the First Record Date (as
defined in the Indenture) however, regardless of the plan of distribution
selected, will receive the distribution to be made on or shortly after the First
Payment Date (as defined in the Indenture) and thereafter, distributions will be
made monthly, semi-annually or annually depending upon the plan of distribution,
chosen by the holder hereof.
The plan of distribution chosen by the registered holder hereof may be
changed by written notice to the Trustee not later than November 1 in any
calendar year by surrender to the
C/M: 11939.0001 407314.1
Trustee of this Certificate, together with a completed form for selection of
plan of distribution provided by the Trustee. A plan of distribution shall
continue in effect until changed as herein provided. A change in a plan of
distribution may only be made as indicated herein and will be effective as of
December 2 for the ensuing twelve months. Distributions to Certificateholders
who are participating in one of the optional plans for distribution of interest
shall not be affected because of advancements of the Trustee for the purpose of
equalizing distributions to Certificateholders participating in a different
plan.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF TRANSFERS MIN ACT-..... Custodian.....
(Cust) (Minor)
under Uniform Transfers to Minors
Act.............................
(State)
Additional abbreviations may also be used though not in the above list.
C/M: 11939.0001 407314.1
ASSIGNMENT
For Value Received hereby sells,
assigns and transfers unto the within
Certificate and does hereby irrevocably constitute and appoint
attorney, to transfer the within Certificate on the books
of the Trustee, with full power of substitution in the premises.
Dated:
NOTICE: The signatures to this assignment
must correspond with the name(s) as
written above upon the face of this
Certificate in every particular, without
alteration or enlargement or any change
whatever.
Signature Guaranteed
[end of Certificate]
(1) Section 9.05 is amended as follows:
(i) the word "Inc." is added immediately after the
words "Bear, ▇▇▇▇▇▇▇ & Co."; and
(ii) the address of the Depositor is changed to "245
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇".
C/M: 11939.0001 407314.1
PART II
SPECIAL TERMS AND
CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The interest-bearing obligations listed in Schedule A hereto have
been deposited in trust under this indenture.
(b) For the purposes of the definition of the Unit in Article I the
fractional undivided interest in and ownership of the Trust is 1/4,000.
(c) The term Record Date shall mean the first day of each month (or
the last business day prior thereto) commencing on May 1, 1989 for monthly
distributions, June 1 and December 1 of each year for semi-annual distributions
(commencing on June 1, 1989) and December 1 of each year for annual
distributions (commencing on December 1, 1989).
(d) The term Payment Date shall mean the fifteenth day of each month
(or the last business day prior thereto) commencing on May 15, 1989 for monthly
distributions, June 15 and December 15 of each year for semi-annual
distributions (commencing on June 15, 1989) and December 15 of each year for
annual distributions (commencing on December 15, 1989).
(e) All Certificateholders of record on April 1, 1989 (the "First
Record Date"), regardless of the plan of distribution selected, will receive a
distribution to be made on or shortly after April 15, 1989 (the "First Payment
Date"), and thereafter distributions will be made monthly, semi-annually or
annually, depending upon the plan of distribution chosen by each
Certificateholder.
(f) The First Settlement Date shall mean December 22, 1988.
(g) The number of Units referred to in Section 2.03 is 4,000.
(h) For the purposes of Section 4.02(a), the Evaluator shall receive
for each evaluation of the Bonds in the Trust a minimum fee of $15, plus a fee
of $0.25 for determining the aggregate value of each issue of Bonds in excess of
50 issues (treating separate maturities of Bonds as separate issues).
(i) For the purposes of Section 6.01(g), the
C/M: 11939.0001 407314.1
liquidation amount is hereby specified to be $1,600,000.
(j) For the purposes of Section 6.04, the Trustee shall be paid per
annum $1.05 per $1,000 principal amount of Bonds for that portion of the Trust
under the monthly distribution plan, $.60 per $1,000 principal amount of Bonds
for that portion of the Trust under the semi-annual distribution plan and $.35
per $1,000 principal amount of Bonds for that portion of the Trust under the
annual distribution plan. During the first year after the date hereof, such
payments to the Trustee will be reduced by a portion [a maximum of $.88 per Unit
times the number of Units on the monthly distribution plan, $.60 per Unit plus
$.28 of Trust expenses (to be assumed and paid by the Trustee) times the number
of Units on the semi-annual distribution plan and $.35 per Unit plus $.53 of
Trust expenses (to be assumed and paid by the Trustee) times the number of Units
on the annual distribution plan] of the amount of interest which accrues on any
"when, as and if issued" Bonds between the first settlement date of the Trust
and the respective dates of delivery of such Bonds.
(k) For purposes of Section 7.04, the Depositor's annual fee is hereby
specified to be $.25 per $1,000 principal amount of Bonds in the Trust.
(l) For purposes of this Series of Municipal Secu- rities Trust, the
form of Certificate set forth in this Indenture shall be appropriately modified
to reflect the title of this Series as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
C/M: 11939.0001 407314.1
BEAR, ▇▇▇▇▇▇▇ & CO. INC. Depositor
By
Authorized Signatory
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 15th day of December, 1988, before me personally appeared
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known, who being by me duly sworn, said that he is an
Authorized Signatory of Bear, ▇▇▇▇▇▇▇ & Co. Inc., one of the corporations
described in and which executed the foregoing instrument, and that he signed his
name thereto by authority of the Board of Directors of said corporation.
Notary Public
Municipal Securities Trust,
Series 40
C/M: 11939.0001 407314.1
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
By
Assistant Vice President
(SEAL)
ATTEST:
Assistant Secretary
Municipal Securities Trust,
Series 40
C/M: 11939.0001 407314.1
STANDARD & POOR'S CORPORATION
Evaluator
By
Vice President
(SEAL)
ATTEST:
Vice President
Municipal Securities Trust,
Series 40
C/M: 11939.0001 407314.1
SCHEDULE A
MUNICIPAL SECURITIES TRUST
PORTFOLIO
SERIES 40
As of December 15, 1988
A MONTHLY PAYMENT SERIES
SEMI-ANNUAL PAYMENT SERIES OR ANNUAL PAYMENT SERIES
Aggregate Name of Issuer and Coupon/ Redemption Feature
Portfolio Principal Title of Bonds Maturity S.F.-- Sinking Fund
No. Amount Contracted for(5) Ratings(1) Date(s)(2) Ref.-- Refunding(2)
--- ------ ----------------- ---------- ---------- -------------------
1. $100,000 Maricopa Cnty. Ariz. Indus. Dev. Auth. AA- 9.100% No Sinking Fund
(Mercy Hlth. Sys.) Hlth. Fac. ▇▇▇. ▇▇▇▇▇ 7/01/2001 7/01/95 @ 102 Ref.
Series 1986D
2. 250,000 Reg. Arpts. Imprvmt. Corp. Facs. Sublease A2* 11.250% 11/01/06 @ 100 S.F.
▇▇▇. ▇▇▇▇▇ 1985 Issue Western Air Lines 11/01/2025 11/01/95 @ 103 Ref.
Inc. (L.A. Intrn'l Arpt.)
3. 100,000 Jacksonville Fla. Port Auth. Poll. Cntrl. Rev. Aa3* 11.375% No Sinking Fund
Bonds (Fla. Pwr. & Lt. Co. Prjt.) Series 1984 5/01/2019 5/01/94 @ 103 Ref.
4. 250,000 Palm Beach Fla. Solid Waste Auth. Rfndg. & A(Con)* 10.000% 12/01/99 @ 100 S.F.
Imprvmt. ▇▇▇. ▇▇▇▇▇ Series 1985 12/01/2005 12/01/95 @ 102 Ref.
5. 250,000 Monroe Cnty. Ga. Dev. Auth. Poll. Cntrl. A2* 10.500% No Sinking Fund
▇▇▇. ▇▇▇▇▇ (Gulf Pwr. Co. Plant ▇▇▇▇▇▇▇ 12/01/2014 12/01/94 @ 102 Ref.
Prjt.) First Series 1984
6. 250,000 Ill. Hlth. Facs. Auth. Rev. Rfndg. Bonds AA 10.000% 4/01/97 @ 100 S.F.
(Lutheran Institute of Human Ecology) Series 4/01/2015 4/01/95 @ 102 Ref.
1985A
7. 280,000 Ill. Hsg. Dev. Auth. Hsg. Dev. Bonds Series AA 5.600% No Sinking Fund
1972A 7/01/2009 1/01/89 @ 103 Ref.
8. 100,000 Mass. Hlth. & Ed. Facs. Auth. ▇▇▇. ▇▇▇▇▇ A 8.125% 7/01/08 @ 100 S.F.
(Stonehill Cllge. Issue) Series C 7/01/2017 7/01/92 @ 102 Ref.
9. 250,000 Detroit Mi. Cnvntn. Fac. Ltd. Tax Rev. A 9.000% 9/30/03 @ 100 S.F.
Bonds (Cobo Hall Expansion Prjt.) Series 9/30/2010 9/30/94 @ 103 Ref.
1985
10. 105,000 Univ. Dev. Auth. (Mo.) Pwr. Plant Equip. A+ 9.250% 5/01/01 @ 100 S.F.
Leasehold ▇▇▇. ▇▇▇▇▇ 1985 Series 5/01/2005 5/01/96 @ 103 Ref.
11. 400,000 N.C. Eastern Muni. Pwr. Agncy. Pwr. Sys. A* 4.500% 7/01/20 @ 100 S.F.
Rev. Rfndg. Bonds Series 1987A 1/01/2024 1/01/97 @ 100 Ref.
12. 200,000 Tulsa Ok. Muni. Arpt. Trust Rev. Indus. Dev. A2* 9.375% 6/01/03 @ 100 S.F.
▇▇▇. ▇▇▇▇▇-American Airlines 6/01/2004 12/01/95 @ 102 Ref.
13. 50,000 ▇▇▇▇▇▇▇▇▇▇ Cnty. Penn. Indus. Auth. Rev. A- 10.500% No Sinking Fund
Bonds ▇▇▇▇ ▇▇▇▇. Prop. Inc. Indus. Dev. 3/01/2003 3/01/93 @ 103 Ref.
Bonds
14. 250,000 Philadelphia Penn. Arpt. ▇▇▇. ▇▇▇▇▇ Series A 9.000% 6/15/06 @ 100 S.F.
1985 (Philadelphia Arpt. Sys.) 6/15/2015 6/15/95 @ 103 Ref.
15. 250,000 York Cnty. Penn. Indus. Dev. Auth. Poll. A- 10.375% No Sinking Fund
Cntrl. ▇▇▇. ▇▇▇▇▇ (Pub. Serv. Elec. & Gas 11/01/2012 11/01/94 @ 102 Ref.
Co. Peach Bottom Prjt.) 1984 Series A
Portfolio Cost of Bonds
No. to Trust(3)
--- ----------
1. $109,932
2. 304,915
3. 119,888
4. 287,880
5. 287,442
6. 284,683
7. 219,791
8. 101,434
9. 272,210
10. 115,821
11. 245,516
12. 221,292
13. 56,422
14. 273,668
15. 288,815
C/M: 11939.0001 407314.1
Aggregate Name of Issuer and Coupon/ Redemption Feature
Portfolio Principal Title of Bonds Maturity S.F.-- Sinking Fund
No. Amount Contracted for(5) Ratings(1) Date(s)(2) Ref.-- Refunding(2)
--- ------ ----------------- ---------- ---------- -------------------
16. $250,000 Baytown Tex. Indus. Dev. Corp. Indus. Dev. AA 10.625% 11/01/95 @ 100 S.F.
▇▇▇. ▇▇▇▇▇ Walmart Stores Inc. 11/01/2009 11/01/94 @ 103 Ref.
17. 115,000 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. Hosp. Auth. Hosp. Rev. AA 10.000% 12/01/00 @ 100 S.F.
Rfndg. Bonds (▇▇▇▇▇▇▇▇▇▇ Med. Cntr. BB 12/01/2009 12/02/95 @ Ref.
▇▇▇▇ Mem. Hosp.)(HIBI)
18. 350,000 Intermountain Pwr. Agncy. Utah Pwr. Supply AA 5.000% 7/01/12 @ 100 S.F.
Spec. Oblig. First Crossover Series 7/01/2016 7/01/96 @ 100 Ref.
19. 200,000 Modesto Calif. Mtg. ▇▇▇. ▇▇▇▇▇ (FHA Insrd. A- 0.000% 6/01/96 @ 5.314 S.F.
Mtg. Ln. Stonebridge Aprtmts. Prft.) Series 12/01/2025 6/01/94 @ 4.486 Ref.
1984
$4,000,000
===========
Portfolio Cost of Bonds
No. to Trust(3)
--- --------------
16. 292,733
17. 132,425
18. 244,072
19. 5,488
-------------
$3,864,427
=============
C/M: 11939.0001 407314.1
"Municipal Securities Trust" Series / / "Municipal Securities Trust" / /
37 Discount Series
"Insured Municipal Securities Trust" / / "Insured Municipal Securities Trust / /
Series Discount Series
"Municipal Securities Trust" Multi-State / / "Municipal Securities Trust" Multi- / /
Series State Series................Multiplier Portfolio
California Trust / / California Trust / /
Massachusetts Trust / / Massachusetts Trust / /
Michigan Trust / / Michigan Trust / /
Minnesota Trust / / Minnesota Trust / /
New York Trust / / New York Trust / /
Pennsylvania Trust / / Pennsylvania Trust / /
________________ Trust / / ____________ Trust / /
________________ Trust / / ____________ Trust / /
________________ Trust / / ____________ Trust / /