XXXX XXXXX UNIT INVESTMENT TRUST
SERIES 8
TRUST AGREEMENT
Dated: February 24, 1998
This Trust Agreement among Xxxx Xxxxx Xxxx Xxxxxx, Inc., as Depositor
and Evaluator and The Bank of New York, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Xxxx Xxxxx Unit Investment Trust, Series 5 and Subsequent
Series, Standard Terms and Conditions of Trust, Effective May 23, 1995" (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 premises and of the mutual agreements herein
contained, the Depositor and 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:
1. The Securities defined in Section 1.01(22), 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 is the amount set forth under "Essential
Information - Fractional Undivided Interest Per Unit" in the
Prospectus.
3. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean Xxxx Xxxxx Xxxx Xxxxxx,
Inc. and its successors in interest, or any successor
evaluator appointed as hereinafter provided."
All references to Xxxx, Xxxxxxx & Company, Inc. in
the Standard Terms and Conditions of Trust shall be amended
to refer to Xxxx Xxxxx Xxxx Xxxxxx, Inc. whose business
address for purposes of providing any notice, demand,
direction or instruction to the Depositor or Evaluator shall
be Xxxx Xxxxx Xxxx Xxxxxx, Inc., 000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000.
4. Section 1.01(15) shall be amended to read as follows:
"(15) "Initial Date of Deposit" shall have the
meaning assigned to it in the Prospectus."
5. As the Trust has been established as a grantor trust, any
reference in the Standard Terms and Conditions of Trust to taking
action or refraining from taking action to ensure that the Trust
continues to satisfy the qualifications of a regulated investment
company shall be inapplicable.
6. Paragraph (b) of Section 2.01 shall be restated in its
entirety as follows:
"(b)(1) From time to time following the Initial Date
of Deposit, the Depositor is hereby authorized, in its
discretion, to assign, convey to and deposit with the
Trustee (i) additional Securities, duly endorsed in blank or
accompanied by all necessary instruments of assignment and
transfer in proper form, (ii) Contract Securities relating
to such additional Securities, accompanied by cash and/or
Letter(s) of Credit as specified in paragraph (c) of this
Section 2.01, or (iii) cash (or a Letter of Credit in lieu
of cash) with instructions to purchase additional
Securities, in an amount equal to the portion of the Unit
Value of the Units created by such deposit attributable to
the Securities to be purchased pursuant to such
instructions. Except as provided in the following
subparagraphs (2), (3) and (4) the Depositor, in each case,
shall ensure that each deposit additional Securities
pursuant to this Section shall maintain, as nearly as
practicable, the Percentage Ratio. Each such deposit of
additional Securities shall be made pursuant to a Notice of
Deposit of Additional Securities delivered by the Depositor
to the Trustee and a Supplemental Indenture accompanied by a
legal opinion issued by legal counsel satisfactory to the
Depositor. Instructions to purchase additional Securities
shall be in writing, and shall specify the name of the
Security, CUSIP number, if any, aggregate amount, price or
price range and date to be purchased. The Depositor shall
deliver the additional Securities which
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were not delivered concurrently with the deposit of
additional Securities as provided under Section
2.01(b)(1)(ii) or (iii) within 10 calendar days after such
deposit of additional Securities (the "Addition Securities
Delivery Period"). If a contract to buy such Securities
between the Depositor and the seller is terminated by the
seller thereof for any reason beyond the control of the
Depositor or if for any other reason the Securities are not
delivered to the Trust by the end of the Additional
Securities Delivery Period for such deposit, the Trustee
shall immediately draw on the Letter of Credit, if any, in
its entirety, apply the monies in accordance with Section
2.01(d), and the Depositor shall forthwith take the remedial
action specified in Section 3.12. If the Depositor does not
take the action specified in Section 3.12 within 10 calendar
days of the end of the Additional Securities Delivery
Period, the Trustee shall forthwith take the action
specified in Section 3.12. When requested by the Trustee,
the Depositor shall act as broker to execute purchases in
accordance with such instructions; the Depositor shall be
entitled to compensation therefor in accordance with
applicable law and regulations. The Trustee shall have no
liability for any loss or depreciation resulting from any
purchase made pursuant to the Depositor's instructions or
made by the Depositor as broker.
(2) Additional Securities (or Contract Securities
therefor) may, at the Depositor's discretion, be deposited
or purchased in round lots. If the amount of the deposit is
insufficient to acquire round lots of each Security to be
acquired, the additional Securities shall be deposited or
purchased in the order of the Security in the Trust most
under-represented immediately before the deposit with
respect to the Percentage Ratio.
(3) If at the time of a deposit of additional
Securities, Securities of an issue deposited on the Initial
Date of Deposit (or of an issue of Replacement Securities
acquired to replace an issue deposited on the Initial Date
of Deposit) are unavailable, cannot be purchased at
reasonable prices or their purchase is prohibited or
restricted by applicable law, regulation or policies, the
Depositor may (i) deposit, or instruct the Trustee to
purchase, in lieu thereof, another issue of Securities or
Replacement Securities or (ii) deposit cash or a letter of
credit in an amount equal to the valuation of the issue of
Securities whose acquisition is not feasible with
instructions to acquire such Securities of such issue when
they become available.
(4) Any contrary authorization in the preceding
subparagraphs (1) through (3) notwithstanding, deposits of
additional Securities made after the 90-day period
immediately following the Initial Date of Deposit (except
for deposits made to replace Failed Contract Securities if
such deposits occur within 20 days from the date of a
failure occurring within such initial 90-day period) shall
maintain exactly the Percentage Ratio existing immediately
prior to such deposit.
(5) In connection with and at the time of any
deposit of additional Securities pursuant to this Section
2.01(b), the Depositor shall exactly replicate Cash (as
defined below) received or receivable by the Trust as of the
date of such deposit. For purposes of this paragraph, "Cash"
means, as to the Capital Account, cash or other property
(other than Securities) on hand in the Capital Account or
receivable and to be credited to the Capital Account as of
the date of the deposit (other than amounts to be
distributed solely to persons other than holders of Units
created by the deposit) and, as to the Income Account, cash
or other property (other than Securities) received by the
Trust as of the date of the deposit or receivable by the
Trust in respect of a record date for a payment on a
Security which has occurred or will occur before the Trust
will be the holder of record of a Security, reduced by the
amount of any cash or other property received or receivable
on any Security allocable (in accordance with the Trustee's
calculations of distributions from the Income Account
pursuant to Section 3.05) to a distribution made or to be
made in respect of a Record Date
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occurring prior to the deposit. Such replication will be
made on the basis of a fraction, the numerator of which is
the number of Units created by the deposit and the
denominator of which is the number of Units which are
outstanding immediately prior to the deposit."
7. The first sentence of the first paragraph of Section 5.02
shall be amended to read as follows:
"Any Certificate tendered for redemption by a
Unitholder or his duly authorized attorney to the Trustee at
its corporate trust office in the City of New York, or any
Unit in uncertificated form tendered by means of an
appropriate request for redemption in form approved by the
Trustee shall be paid by the Trustee on the third business
day following the day on which tender for redemption is made
in proper form (being herein called the "Settlement Date")."
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IN WITNESS WHEREOF, Xxxx Xxxxx Xxxx Xxxxxx, Inc. has caused this Trust
Agreement to be executed by one of its Vice Presidents or Assistant Vice
Presidents and The Bank of New York, has caused this Trust Agreement to be
executed by one of its Vice Presidents, all as of the day, month and year first
above written.
Xxxx Xxxxx Xxxx Xxxxxx, Inc.
By Xxxxxx X. Xxxxxxx, Xx.
__________________________
Vice President
The Bank of New York
By Xxxxxxx Xxxxxxxx
__________________________
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES DEPOSITED
IN
XXXX XXXXX UNIT INVESTMENT TRUST, SERIES 8
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth in the Prospectus.)
