Exhibit 1.1
XXX XXXXXX UNIT TRUSTS, SERIES 454
TRUST AGREEMENT
Dated: September 2, 2004
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The Bank of
New York, as Trustee, Xxx Xxxxxx Asset Management, as Supervisor, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust For Xxx Xxxxxx Focus
Portfolios, Effective for Unit Investment Trusts Established On and After May 2,
2001 (Including Series 284 and Subsequent Series)" (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 premises and of the mutual agreements herein
contained, the Depositor, Trustee and Supervisor 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:
1. The Securities listed in the Schedule hereto have been deposited in
trust under this Trust Agreement.
2. The fractional undivided interest in and ownership of the Trust
represented by each Unit thereof referred to in Section 1.01(56) is
initially an amount the numerator of which is one and the denominator
of which is the amount set forth under "Initial number of Units" for
the Trust in the "Summary of Essential Financial Information" in the
Prospectus.
3. The aggregate number of Units described in Section 2.03(a) for the
Trust is that number of Units set forth under "Initial number of
Units" for the Trust in the "Summary of Essential Financial
Information" in the Prospectus.
4. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Distribution Dates" set forth in
the "Summary of Essential Financial Information" in the Prospectus.
5. The terms "Capital Account Record Date" and "Income Account Record
Date" shall mean the "Record Dates" set forth in the "Summary of
Essential Financial Information" in the Prospectus.
6. The term "Deferred Sales Charge Payment Date" shall mean May 10, 2005
and the 10th day of each month thereafter through September 10, 2005.
7. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" for the Trust set forth in the "Summary of Essential
Financial Information" in the Prospectus.
8. The Trustee's annual compensation rate described in Section 7.04 shall
be that amount set forth under "Trustee's fee and operating expenses"
in the "Fee Table" in the Prospectus.
9. The second sentence of Section 7.01(e)(2)(E) shall be replaced in its
entirety by "Such Prospectus shall also contain disclosure concerning
the Depositor's responsibilities described in (D) above."
10. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the Trustee shall waive or offset fees otherwise
payable by the Trust pursuant to Section 3.05 in an amount equal to
any compensation (including, but not limited to, fees paid pursuant to
a plan adopted by the issuer of a Security under Rule 12b-1 under the
Investment Company Act of 1940) received by the Depositor, the Trustee
or any Affiliated Person of the Depositor or Trustee from the issuer
of a Security in connection with the Trust's investment in such
Security. The term "Affiliated Person" shall mean "affiliated person"
as that term is defined in section 2 of the Investment Company Act of
1940 and rules promulgated thereunder.
11. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, if the Trustee sells, redeems or otherwise
liquidates Securities pursuant to Section 6.02 to satisfy Unit
redemptions or pursuant to Section 7.04 to pay Trust expenses, the
Trustee shall do so, as nearly as practicable, on a pro rata basis
among all Securities held by the Trust.
12. Section 3.11 of the Standard Terms and Conditions of Trust shall be
revised by replacing the first paragraph of such Section with the
following:
"Section 3.11. Notice to Depositor. In the event that the Trustee shall
have been notified at any time of any action to be taken or proposed to be taken
with respect to the Securities (including but not limited to the making of any
demand, direction, request, giving of any notice, consent or waiver or the
voting with respect to any amendment or supplement to any indenture, resolution,
agreement or other instrument under or pursuant to which the Securities have
been issued) the Trustee shall promptly notify the Depositor and shall thereupon
take such action or refrain from taking any action, as appropriate, so as to
insure that such Securities are voted as closely as possible in the same manner
and the same general proportion, with respect to all issues, as are the shares
of such Securities held by owners other than the Trust unless the Depositor
instructs otherwise within five Business Days of the giving of such notice to
the Depositor."
13. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the Supervisor shall not be entitled to receive
the compensation set forth in Section 4.01 with respect to the Trust.
IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to be
executed; all as of the day, month and year first above written.
XXX XXXXXX FUNDS INC.
By /s/ XXXX X. XXXXXXX
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Executive Director
XXX XXXXXX ASSET MANAGEMENT
By /s/ XXXX X. XXXXXXX
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Executive Director
THE BANK OF NEW YORK
By /s/ XXXXXXX X'XXXXX
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Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX UNIT TRUSTS, SERIES 454
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
