TRUST AGREEMENT
This TRUST AGREEMENT, dated as of May 3, 1999, between BT ALEX. XXXXX
INCORPORATED, as sponsor (the "Sponsor") and XXXXX XXXXXXXXXXXX, as trustee (the
"Trustee").
1. The Sponsor hereby creates METS Trust (the "Trust") in order that
it may acquire and hold a fixed portfolio of stripped U.S. Treasury Securities
(the "Treasuries"), enter into and hold purchase contracts with respect to
common stocks chosen by the Trustee (the "Contracts"), issue shares of
beneficial interest therein ("Shares") and hold the Trust Estate in trust for
the use and benefit of all present and future beneficial owners of Shares and
otherwise carry out the terms and conditions hereof, all for the purpose of
providing periodic cash distributions and the potential for capital appreciation
for the beneficial owners of Shares. The Trustee hereby declares that he will
accept and hold the Trust Estate in trust for the use and benefit of all present
or future beneficial owners of Shares. The Sponsor hereby deposits with the
Trustee the sum of $100 to accept and hold in trust hereunder. As used herein,
"Trust Estate" means the Treasuries, the Contracts and any monies held by the
Trust from time to time.
2. The Sponsor specifically authorizes and directs the Trust to (i)
prepare a Registration Statement to be filed with the Securities and Exchange
Commission and an accompanying Prospectus to be furnished to prospective
purchasers of Shares; (ii) acquire the Treasuries as directed by the Sponsor;
(iii) enter into the Contracts; (iv) hold, invest and disburse monies as
directed by the Sponsor; and (v) adopt and amend bylaws and take any and all
other actions as necessary or advisable to carry out the purposes of the Trust.
3. Subject to the specific provisions hereof, the Trust will be
managed solely by the Trustee. The Trustee shall have fiduciary responsibility
for the safekeeping and use of all funds and assets of the Trust and shall not
employ, or permit another to employ, such funds or assets in any manner except
for the exclusive benefit of the Trust.
4. The Trustee may resign or be discharged of the trust created hereby
by executing an instrument in writing, filing the same with the Sponsor and such
resignation shall become effective immediately unless otherwise specified
therein. Prior to the issuance of
Shares, any vacancy in the office of the Trustee may be filled by appointment by
the Sponsor.
5. The Trustee shall not be liable to the Trust or any beneficial
owner of Shares for any action taken or for refraining from taking any action
except in the case of willful misfeasance, bad faith, gross negligence or a
willful disregard of the duties of his office.
6. Prior to the issuance of Shares, (i) the trust created hereby shall
be revocable by the Sponsor at any time upon written notice to the Trustee, and
(ii) this Trust Agreement may be amended by the Trustee from time to time for
any purpose. This Trust Agreement and the Trust shall terminate upon the date
which is 21 years after the death of the last survivor of Xxxxxx X. Xxxxxxx
living on the date hereof.
7. This Trust Agreement is executed and delivered in the State of New
York, and all laws and rules of construction of the State of New York shall
govern the rights of the parties hereto and beneficial owners of Shares and the
interpretation of the provisions hereof.
8. This Trust Agreement may be executed in one or more counterparts
and when a counterpart has been executed by each party hereto all such
counterparts taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed.
BT ALEX. XXXXX INCORPORATED, as
Sponsor
By ________________________________
Name: Xxxx Xxxxxxxxx
Title: Managing Director
Xxxxx Xxxxxxxxxxxx, as Trustee
/s/XXXXX XXXXXXXXXXXX
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