Exhibit 1.1
XXX XXXXXX UNIT TRUSTS, SERIES 547
TRUST AGREEMENT
Dated: January 12, 2006
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The
Bank of New York, as Trustee, Xxxxx & Steers Capital Management, Inc., 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 "Essential
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 "Essential Information" in the Prospectus.
4. Section 1.01(5) is replaced in its entirety by the following:
"(5) "Business Day" shall mean any day on which the New York Stoc
Exchange is open for regular trading."
5. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Distribution Dates" set forth in the
"Essential Information" in the Prospectus.
6. The terms "Capital Account Record Date" and "Income Account
Record Date" shall mean the "Record Dates" set forth in the "Essential
Information" in the Prospectus.
7. The term "Deferred Sales Charge Payment Date" shall mean June 10,
2006 and the 10th day of each month thereafter through October 10, 2006.
8. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" for the Trust set forth in the "Essential Information" in the
Prospectus.
9. Section 3.05(b)(ii) shall be replaced in is entirety by the
following:
"(ii) For purposes of this Section 3.05, the Unitholder's
"Income Distribution" shall be equal to such Unitholders pro rata share
of the balance in the Income Account calculated on the basis of
one-twelfth of the estimated annual income to the Trust for the ensuing
twelve months computed as of the close of business on the Income
Account Record Date immediately preceding such Income Distribution (or
portion or multiple thereof for the first Income Distribution), after
deduction of (1) the fees and expenses then deductible pursuant to
Section 3.05(a) and (2) the Trustee's estimate of other expenses
properly chargeable to the Income Account pursuant to this Indenture
which have accrued, as of such Income Account Record Date or are
otherwise properly attributable to the period to which such Income
Distribution relates.
In the event that the amount on deposit in the Income Account is
not sufficient for the payment of the amount intended to be
distributed to Unitholders on the basis of the aforesaid computation,
the Trustee is authorized to advance its own funds and cause to be
deposited in and credited to the Income Account such amounts as may be
required to permit payment of the related distribution to be made as
aforesaid and shall be entitled to be reimbursed, without interest,
out of income payments received by the Trust subsequent to the date of
such advance. Any such advance shall be reflected in the Income
Account until repaid."
10. 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."
11. The term "Supervisor" shall mean Xxxxx & Steers Capital
Management, Inc. and its successors in interest, or any successor portfolio
supervisor appointed as provided in the Standard Terms and Conditions of Trust.
12. The first paragraph of Section 4.01 is hereby replaced with the
following:
"Section 4.01. Compensation. As compensation for providing supervisory
portfolio services under this Indenture, the Trust will accrue daily and pay to
the Supervisor at the end of each calendar quarter an aggregate annual fee in an
amount equal to 0.025% of the average daily Trust Evaluation (described in
Section 6.01)."
14. Sections 5.01(b) and (c) are replaced in their entirety by the
following:
"(b) During the initial offering period of a Trust (as determined by
the Depositor), the Evaluation for each Security shall be made in the following
manner: (i) with respect to Securities for which market quotations are readily
available, such Evaluation shall be made on the basis of the market value of
such Securities; and (ii) with respect to other Securities' such Evaluation
shall be made on the basis of the fair value of such Securities as determined in
good faith by the Trustee. If the Securities are listed on a national or foreign
securities exchange or traded on the Nasdaq Stock Market, Inc. and market
quotations of such Securities are readily available, the market value of such
Securities shall generally be based on the last available closing sale price on
or immediately prior to the Evaluation Time on the exchange or market which is
the principal market therefor, which shall be deemed to be the New York Stock
Exchange if the Securities are listed thereon. In the case of Zero Coupon
Obligations, such Evaluation shall be made on the basis of current offer side
prices for the Zero Coupon Obligations as obtained from investment dealers or
brokers who customarily deal in securities comparable to those held by the Trust
and, if offer side prices are not available for the Zero Coupon Obligations, on
the basis of offer side price for comparable securities, by determining the
valuation of the Zero Coupon Obligations on the offer side of the market by
appraisal or by any combination of the above. If the Trust holds Securities
denominated in a currency other than U.S. dollars, the Evaluation of such
Security shall be converted to U.S. dollars based on current offering side
exchange rates (unless the Trustee deems such prices inappropriate as a basis
for valuation). For each Evaluation, the Trustee shall also confirm and furnish
to the Depositor the calculation of the Trust Evaluation to be computed pursuant
to Section 6.01.
(c) After the initial offering period of Units of a Trust (as
determined by the Depositor), Evaluation of the Securities shall be made in the
manner described in Section 5.01(b) on the basis of current bid side prices for
Zero Coupon Obligations and the bid side value of any relevant currency exchange
rate expressed in U.S. dollars."
15. 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."
16. 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.
17. 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.
18. 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.
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
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By /s/ XXXXX X. XXXXXXX
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Executive Vice President
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 547
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
