EXHIBIT 1.1
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 80
TRUST AGREEMENT
This Trust Agreement dated as of April 22, 1999 between Xxxxxx &
Associates, Inc., as Depositor, 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 Equity Trusts
Sponsored by Xxxxxx & Associates, Inc., Effective January 7, 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.
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
as fully 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:
(1) The equity securities listed in the Schedule hereto have been
deposited in trust under this Trust Agreement as indicated in each Trust
named on the attached Schedule.
(2) 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 a Trust is the amount set forth in the section captioned
"Essential Information" in the final Prospectus of the Trust (the
"Prospectus") contained in Amendment No. 1 to the Trust's Registration
Statement (Registration No. 333-76525) as filed with the Securities and
Exchange Commission on April 15, 1999. The fractional undivided interest
may (a) increase by the number of any additional Units issued pursuant to
Section 2.03, (b) increase or decrease in connection with an adjustment to
the number of Units pursuant to Section 2.03, or (c) decrease by the number
of Units redeemed pursuant to Section 5.02.
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(3) The terms "Income Account Record Date" and "Capital Account Record
Date" shall mean the dates set forth under "Essential Information-Record
and Computation Dates" in the Prospectus.
(4) The terms "Income Account Distribution Date" and "Capital Account
Distribution Date" shall mean the dates set forth under "Essential
Information-Distribution Dates" in the Prospectus.
(5) The term "Initial Date of Deposit" shall mean the date of this Trust
Agreement as set forth above.
(6) The number of Units of a Trust referred to in Section 2.03 is as set
forth under "Essential Information-Number of Units" in the Prospectus.
(7) For the purposes of Section 6.01(g), the liquidation amount is the
amount set forth under "Essential Information-Minimum Value of Trust under
which Trust Agreement may be Terminated" in the Prospectus.
(8) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the requisite amount of Units needed to be tendered to
exercise an in kind distribution shall be that amount set forth in the
Prospectus.
(9) Section 1.01(21) is hereby stricken and replaced by the following:
"Percentage Ratio" shall mean, for each Trust which will issue additional
Units pursuant to Section 2.03 hereof, the actual number of shares of each
Equity Security as a percent of all shares of Equity Securities necessary
to cause the Trust portfolio to replicate, to the extent practicable, the
S&P LargeCap 100 Index immediately prior to any subsequent deposit of
Securities as determined by computer program output operated independent of
the Depositor which tracks such index."
(10) Section 2.01(b) is hereby amended by adding the following
immediately after the first sentence of the second paragraph of such
Section the following: "Such additional Securities may be deposited or
purchased in round lots; if the amount of the deposit is insufficient to
acquire round lots of each Security to be acquired, the additional
Securities shall be deposited or purchased in the order of the Securities
in the Trust most under-represented in the Trust's portfolio in comparison
to their percentage weighting in the S&P LargeCap 100 Index as determined
by computer program output operated independent of the Depositor which
tracks such index."
(11) The first sentence of Section 2.01(e) is hereby stricken and
replaced with the following:
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"If Securities in the Trust are sold pursuant to Sections 3.07 or
8.02 hereof or if there are excess proceeds remaining after meeting
redemption requests pursuant to Section 5.02, and the net proceeds of
any such sale are not otherwise reinvested as provided in such
Sections, the net proceeds of any such sale may be reinvested, if in
the opinion of the Depositor it is in the best interests of the
Unitholders to do so, in short term U.S. Treasury obligations maturing
on or prior to the next succeeding Capital Distribution Date or, if
earlier, December 31 of the year of purchase (the "Reinvestment
Securities")."
(12) Section 3.07(a) is hereby amended by adding the following
subsections immediately after Section 3.07(a)(ix):
(x) "that the Security has been removed from the S&P LargeCap
100 Index; or
(xi) that computer program output operated independent of the
Depositor which tracks the S&P LargeCap 100 Index indicates that the
Security is over-represented in the Trust's portfolio in comparison to
such Security's percentage weighting in such index."
(13) Section 3.07 is hereby amended by changing the current subsection
(c) to subsection (d) and adding the following as a new subsection (c):
(c) "In the event a Security is sold pursuant to Section
3.07(a)(x), the Depositor may direct the reinvestment of the proceeds
of the sale of such Security, to the extent practicable, into any
security which replaces such Security as a component of the S&P
LargeCap 100 Index or, if no security so replaces such Security, into
any other Securities which are under-represented in the Trust's
portfolio in comparison to their percentage weighting in the S&P
LargeCap 100 Index as determined by computer program output operated
independent of the Depositor which tracks such index. In the event a
Security is sold pursuant to Section 3.07(a)(xi), the Depositor may
direct the reinvestment of the proceeds of the sale of such Security,
to the extent practicable, into any other Securities which are under-
represented in the Trust's portfolio in comparison to their percentage
weighting in the S&P LargeCap 100 Index as determined by computer
program output operated independent of the Depositor which tracks such
index. Without limiting the generality of the foregoing, in
determining whether such reinvestment is practicable, the Depositor
may, but is not obligated to, specifically consider the ability of the
Trust to reinvest such proceeds into round lots of a Security."
(14) The second paragraph of Section 3.10 is hereby stricken and replaced
with the following:
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"In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new securities,
or to exchange securities, for Trust Securities, the Trustee shall
reject such offer. However, should any issuance, exchange or
substitution be effected notwithstanding such rejection or without an
initial offer, any securities, cash and/or property received shall be
deposited hereunder and shall be promptly sold, if securities or
property, by the Trustee; provided, however, if such securities are
components of the S&P LargeCap 100 Index, the Depositor may advise the
Trustee to keep such securities. The cash received in such exchange
and cash proceeds of any such sales shall, in the following priority,
be (1) reinvested, to the extent practicable, into any Securities
which are under-represented in the Trust's portfolio in comparison to
their percentage weighting in the S&P LargeCap 100 Index as determined
by computer program output operated independent of the Depositor which
tracks such index or (2) distributed to Unitholders on the next
Distribution Date in the manner set forth in Section 3.04(b) regarding
distributions from the Capital Account. Without limiting the
generality of the foregoing, in determining whether such reinvestment
is practicable, the Depositor may, but is not obligated to,
specifically consider the ability of the Trust to reinvest such
proceeds into round lots of a Security. Except as provided in
Article VIII, the Trustee shall not be liable or responsible in any
way for depreciation or loss incurred by reason of any such rejection
or sale."
(15) Section 5.02 is hereby amended by adding the following immediately
after the last sentence of the second paragraph of such Section:
"If Securities in the Trust are sold for the payment of the
Redemption Value and there are excess proceeds remaining after meeting
redemption requests, the Depositor may, but is not obligated to,
instruct the Trustee to reinvest such excess proceeds into any
Securities which are under-represented in the Trust's portfolio in
comparison to their percentage weighting in the S&P LargeCap 100 Index
as determined by computer program output operated independent of the
Depositor which tracks such index."
(16) Notwithstanding anything to the contrary herein, if at any time the
S&P LargeCap 100 Index shall no longer be compiled, maintained or made
available, the Depositor may (a) direct that the Trust created hereby
continue to be operated hereunder utilizing the components of the S&P-
LargeCap 100 Index, and the percentage weightings of such components, as
existed on the last date on which the S&P-LargeCap 100 Index components and
weightings were available to the Trust or (b) direct the Trustee to
terminate this Indenture and the Trust created hereby and liquidate the
Trust in such manner as the Depositor shall direct.
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.
XXXXXX & ASSOCIATES, INC.,
Depositor
By /s/ XXXXX X. XXXXXXXXX
___________________________
President
THE BANK OF NEW YORK,
Trustee
By /s/ Xxxxxxx Xxxxxxxx
___________________________
Vice President
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 80
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
