EXHIBIT 1.1
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 54
TRUST AGREEMENT
Dated: February 4, 1997
This Trust Agreement between Xxxxxx & Associates, 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 "Standard Terms and Conditions of Trust for Corporate Bond Trusts
Sponsored by Xxxxxx & Associates, Inc, Effective: February 4, 1997" (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, Evaluator 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:
(a) The Bonds, as defined in Section 1.01(4) and listed in
Schedule A hereto, have been deposited in trust under this Trust
Agreement.
(b) The fractional undivided interest in and ownership of each
Trust represented by each Unit is the amount set forth under "Essential
Information_Fractional Undivided Interest per Unit" in the Prospectus.
(c) The number of Units in each Trust is that amount set forth
under "Essential Information_Number of Units" in the Prospectus.
-2-
(d) The amount of the second distribution of funds from the
Interest Account shall be that amount set forth under "Essential
Information_Interest Payments_First Payment per Unit" for each Trust
in the Prospectus.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.
XXXXXX & ASSOCIATES, INC.,
Depositor and Evaluator
By /s/ XXXXX X. XXXXXXXXX
___________________________
President
THE BANK OF NEW YORK,
Trustee
By /s/ Xxx Xxxxxx
___________________________
Vice President
SCHEDULE A
BONDS INITIALLY DEPOSITED
XXXXXX UNIT INVESTMENT TRUSTS, SERIES 54
(Note: Incorporated herein and made a part hereof are the "Portfolios"
as set forth in the Prospectus for each Trust.)
