EXHIBIT 1.1
MILLINGTON UNIT INVESTMENT TRUSTS 3
TRUST AGREEMENT
Dated: April 23, 2010
This Trust Agreement among Millington Securities, Inc., as Depositor,
Evaluator and Supervisor, 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 Millington Unit
Investment Trusts, Effective for Unit Investment Trusts Investing in Equity
Securities Established On and After April 23, 2010" (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, Evaluator 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 Schedules hereto have been deposited in
trust under this Trust Agreement.
2. The fractional undivided interest in and ownership of a Trust
represented by each Unit thereof is a fractional amount, the numerator of which
is one and the denominator of which is the amount set forth under "Statements of
Financial Condition_Number of Units" in the Prospectus for the Trust.
3. The aggregate number of Units described in Section 2.03(a) for a Trust
is that number of Units set forth under "Statement of Financial Condition_Number
of Units" in the Prospectus for the Trust.
4. The term "Deferred Sales Charge Payment Dates" shall mean the dates
specified the payment of the distribution fee and the Creation and Development
fee under "Fees Table" in the Prospectus for each Trust.
5. The term "Distribution Date" shall mean the "Distribution Dates" set
forth under "Essential Information" in the Prospectus for each Trust.
6. The term "Mandatory Termination Date" shall mean the "Termination Date"
set forth under "Essential Information" in the Prospectus for each Trust.
7. The term "Record Date" shall mean the "Record Dates" set forth under
"Essential Information" in the Prospectus for each Trust.
8. Section 1.01(1) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"`Depositor' shall mean Millington Securities, Inc. and its successors in
interest, or any successor depositor appointed as hereinafter provided."
9. Section 1.01(3) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"`Evaluator' shall mean Millington Securities, Inc., and its successors in
interest, or any successor evaluator appointed as hereinafter provided."
10. Section 1.01(4) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"`Supervisor' shall mean Millington Securities, Inc., and its successors in
interest, or any successor evaluator appointed as hereinafter provided."
11. The Depositor's annual compensation shall be the amount set forth under
"Fee Table" in the Prospectus.
12. The Trustee's annual compensation shall be the amount set forth under
"Fee Table" in the Prospectus.
2
This Referent Trust Agreement shall be deemed effective when executed and
delivered by the Sponsor and the Trustee.
IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to be
executed; all as of the day, month and year first above written.
MILLINGTON SECURITIES, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, President
CORPORATE ACKNOWLEDGMENT
STATE OF ILLINOIS }
}ss.
COUNTY OF DUPAGE }
On the 23rd day of April in the year 2010, before me personally came
Xxxxxxx X. Xxxxxxxxxx, to me known, who, being by me duly sworn, did depose and
say that he resides in Naperville, Illinois; that he is President, of Millington
Securities, Inc., the corporation described in and which executed the above
instrument; and that he signed his name thereto by authority of the board of
directors of said corporation.
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Notary Public
(Notarial Seal)
RPL ss. 309 - Corporate-no seal
THE BANK OF NEW YORK MELLON, TRUSTEE
By /s/ Xxxxxx Xxxxxxx
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Vice President
CORPORATE ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.
COUNTY OF NEW YORK }
On the 23rd day of April in the year 2010, before me personally came
_____________ to me known, who, being by me duly sworn, did depose and say that
he resides in ___________, New York; that he is a Vice President of The Bank of
New York, the company described in and which executed the above instrument; and
that he signed his name thereto by authority of the board of directors of said
company.
-----------------------------------
Notary Public
(Notarial Seal)
RPL ss. 309 - Corporate-no seal
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
MILLINGTON UNIT INVESTMENT TRUSTS 3
Incorporated herein by this reference and made a part hereof
is the schedule set forth under "Portfolio" in the Prospectus for the Trust.
