Exhibit 1.1
XXX XXXXXX UNIT TRUSTS, SERIES 591
TRUST AGREEMENT
Dated: July 12, 2006
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The
Bank of New York, as Trustee, and Xxx Xxxxxx Asset Management, 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 Unit Trusts, 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 Schedules 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 Stock
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 "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" for the Trust set forth in the "Essential Information" in the
Prospectus.
8. The term "Supervisor" shall mean Xxx Xxxxxx Asset Management and its
successors in interest or any successor supervisor appointed as provided in the
Standard Terms and Conditions of Trust.
9. 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."
10. 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."
11. 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.
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
-------------------------------------
Executive Director
XXX XXXXXX ASSET MANAGEMENT
By /s/ XXXX X. XXXXXXX
-------------------------------------
Executive Director
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 591
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
