Exhibit 1.1
XXX XXXXXX UNIT TRUSTS, SERIES 496
TRUST AGREEMENT
Dated: April 20, 2005
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The
Bank of New York, as Trustee, Xxxxx & Steers Capital Management, Inc., 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 Focus Portfolios, 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 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 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 "Summary of
Essential Financial 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 "Summary of Essential Financial 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 "Summary
of Essential Financial 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 "Summary of Essential
Financial Information" in the Prospectus.
7. The term "Deferred Sales Charge Payment Date" shall mean September
10, 2005 and the 10th day of each month thereafter through January 10, 2006.
8. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" for the Trust set forth in the "Summary of Essential Financial
Information" in the Prospectus.
9. Section 3.05(b)(ii) shall be replaced in is entirety by the
following:
"(ii) For purposes of this Section 3.05, the Unitholder's "Income
Distribution" shall be equal to such Unitholders pro rata share of the
balance in the Income Account calculated on the basis of one-twelfth
of the estimated annual income to the Trust for the ensuing twelve
months computed as of the close of business on the Income Account
Record Date immediately preceding such Income Distribution (or portion
or multiple thereof for the first Income Distribution), after
deduction of (1) the fees and expenses then deductible pursuant to
Section 3.05(a) and (2) the Trustee's estimate of other expenses
properly chargeable to the Income Account pursuant to this Indenture
which have accrued, as of such Income Account Record Date or are
otherwise properly attributable to the period to which such Income
Distribution relates.
In the event that the amount on deposit in the Income Account is
not sufficient for the payment of the amount intended to be
distributed to Unitholders on the basis of the aforesaid computation,
the Trustee is authorized to advance its own funds and cause to be
deposited in and credited to the Income Account such amounts as may be
required to permit payment of the related distribution to be made as
aforesaid and shall be entitled to be reimbursed, without interest,
out of income payments received by the Trust subsequent to the date of
such advance. Any such advance shall be reflected in the Income
Account until repaid."
10. The term "Supervisor" shall mean Xxxxx & Steers Capital
Management, Inc. and its successors in interest, or any successor portfolio
supervisor appointed as provided in the Standard Terms and Conditions of
Trust.
11. The first paragraph of Section 4.01 is hereby replaced with the
following:
"Section 4.01. Compensation. As compensation for providing
supervisory portfolio services under this Indenture, the Trust will
accrue daily and pay to the Supervisor at the end of each calendar
quarter an aggregate annual fee in an amount equal to 0.075% of the
average daily Trust Evaluation (described in Section 6.01)."
12. 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."
13. 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."
14. 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
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Executive Director
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By /s/ XXXXX XXXXXXX
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Executive Vice President
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 496
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
