Exhibit 1.1
HBI EQUITY TRUST, SERIES 3
TRUST AGREEMENT
This Trust Agreement dated as of April 15, 1997 between Xxxx Xxxxxx
Investments, Inc., as Depositor, and Investors Fiduciary Trust Company, as
Trustee, sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "HBI Equity Trust, Series 1 and Subsequent
Series, Standard Terms and Conditions of Trust, Effective March 16, 1994"
(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.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the 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
and to the same extent as though said provisions had been set forth in this
instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The equity securities listed in the Schedule hereto have been
deposited in trust under this Trust Agreement.
(b) For the purposes of the definition of the term "Unit" in Article
I, it is hereby specified that the fractional undivided interest in and
ownership of the Trust is the amount set forth in the section captioned
"Essential Information Regarding the Trust" in the final Prospectus of the
Trust (the "Prospectus") contained in Amendment No. 1 to the Trust's
Registration Statement (Registration No. 333-23247) as filed with the
Securities and Exchange Commission on April 15, 1997. The fractional
undivided interest may decrease by the number of Units redeemed pursuant to
Section 5.02.
(c) For purposes of the definition of the terms "Trust" or "Trust
Fund" in Article I, it is hereby specified that such terms shall include
the HBI Equity Trust, Series 3.
(d) The term "Record Date" shall mean the "Record Dates" set forth
under "Essential Information Regarding the Trust" in the Prospectus.
(e) The terms "Income Distribution Date" and "Capital Distribution
Date" shall mean the "Income Account Distribution Dates" and "Capital
Account Distribution Dates" set forth under "Essential Information
Regarding the Trust" in the Prospectus.
(f) The term "Date of Deposit" shall be replaced with the term
"Initial Date of Deposit". The term "Initial Date of Deposit" shall mean
April 15, 1997.
(g) The number of Units of the Trust referred to in Section 2.03 is
set forth under "Essential Information Regarding the Trust" in the
Prospectus.
(h) For the purposes of Section 3.11, the Depositor shall receive for
portfolio surveillance services that annual fee described under "Essential
Information Regarding the Trust" in the Prospectus.
(i) For the purposes of Section 8.05, the Trustee shall receive for
services as trustee that annual fee described under "Essential Information
Regarding the Trust" in the Prospectus.
(j) For the purposes of Section 4.03, the Trustee will act as the
Evaluator and will not receive a separate fee for providing services as
evaluator.
(k) For the purposes of Section 8.01(g), the liquidation amount is
hereby specified as the amount set forth under "Essential Information
Regarding the Trust - Discretionary Liquidation Amount" in the Prospectus.
(l) For the purposes of Section 3.10, the identity of the Substitute
Securities for each Contract Security held in the Trust is as follows: None
(m) The Mandatory Termination Date shall be that date set forth in
the section captioned "Essential Information Regarding the Trust" in the
Prospectus.
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(n) Section 2.01 is hereby amended by adding the following subsection
(e) immediately after Section 2.01(d):
(e) 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 additional Securities, duly endorsed
in blank or accompanied by all necessary instruments of assignment and
transfer in proper form (or Contract Securities relating to such
Securities), to be held, managed and applied by the Trustee as herein
provided. Such deposit of additional Securities shall be made, in each
case, pursuant to a Supplemental Indenture accompanied by a legal
opinion issued by legal counsel satisfactory to the
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Depositor. The Depositor, in each case, shall ensure that each deposit
of additional Securities pursuant to this Section (i) shall be equal
to the original percentage relationship among the number of shares of
each Security as is specified in the Trust Agreement for such Trust
and (ii) shall not violate any applicable laws, rules or regulations,
including, but not limited to, the Investment Company Act of 1940. The
Depositor shall deliver the additional Securities which were not
delivered concurrently with the deposit of additional Securities and
which were represented by Contract Securities within 10 calendar days
after such deposit of additional Securities (the "Additional
Securities Delivery Period"). If a contract to buy such Securities
between the Depositor and 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 moneys in accordance with Section 2.01(b), and the
Depositor shall forthwith take the remedial action specified in
Section 3.10. If the Depositor does not take the action specified in
Section 3.10 within 10 calendar days of the end of the Additional
Securities Delivery Period, the Trustee shall forthwith take the
action specified in Section 3.10.
(o) Section 2.03(a) is hereby amended by adding the following at the
end of such section:
The Trustee hereby agrees that on the date of any Supplemental Trust
Agreement, it shall acknowledge that the additional Securities
identified therein have been deposited with it by recording on its
books the ownership, by the Depositor or such other person or persons
as may be indicated by the Depositor, of the aggregate number of Units
to be issued in respect of such additional Securities so deposited,
and shall, if so requested, execute documentation substantially in the
form above recited representing the ownership of an aggregate number
of those Units.
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed.
Xxxx Xxxxxx Investments, Inc.,
Depositor
By________________________________
Senior Vice President
Investors Fiduciary Trust Company
By________________________________
Operations Officer
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SCHEDULE A
Securities Initially Deposited
HBI Equity Trust, Series 3
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth in the Prospectus.)
