EXHIBIT 1.1
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 92
TRUST AGREEMENT
This Trust Agreement dated as of March 14, 2000 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 described in Amendment No. 1 to
the Trust's Registration Statement (Registration No. 333-31782) as filed
with the Securities and Exchange Commission today. 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.
(3) The term "Deferred Sales Charge" shall mean the "deferred
sales charge" as described in the Prospectus.
(4) The terms "Income Account Record Date" and "Capital Account
Record Date" shall mean the dates set forth under "Essential Information-
Record Dates" in the Prospectus.
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(5) 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.
(6) The term "Initial Date of Deposit" shall mean the date of
this Trust Agreement as set forth above.
(7) The number of Units of the Trust referred to in Section 2.03
shall be equal to the "Net interest of investors" in the Statement of
Financial Condition in the Prospectus divided by the "Unit price at
inception" appearing under "Essential Information" in the Prospectus.
(8) Section 3.07(a) of the Standard Terms and Conditions of Trust
is hereby amended by adding the following Section 3.07(a)(x) immediately
after Section 3.07(a)(ix):
"(x) that there has been a public tender offer made for a
Security or a merger or acquisition is announced affecting a
Security, and that in the opinion of the Supervisory Servicer the
sale or tender of the Security is in the best interest of the
Unitholders."
(9) The following Section 3.16 is hereby added to the Standard
Terms and Conditions of Trust immediately following Section 3.15:
"Section 3.16. Creation and Development Fee. If the Prospectus
related to the Trust specifies a creation and development fee,
the Trustee shall, on or immediately after the fifteenth day of
each month, withdraw from the Capital Account, an amount equal
to the accrued and unpaid creation and development fee as of
such date and credit such amount to a special non-Trust account
designated by the Depositor out of which the creation and
development fee will be distributed to the Depositor (the
"Creation and Development Account"). The creation and
development fee will accrue on a daily basis at the annual
rate of .10% of the average daily net asset value of the Trust.
If the balance in the Capital Account is insufficient to make
such withdrawal, the Trustee shall, as directed by the
Depositor, advance funds in an amount required to fund the
proposed withdrawal and be entitled to reimbursement of such
advance upon the deposit of additional monies in the Capital
Account, and/or sell Securities and credit the proceeds thereof
to the Creation and Development Account. Such direction shall,
if the Trustee is directed to sell a Security, identify the
Security to be sold and include instructions as to the
execution of such sale. In the absence of such direction by
the Depositor, the Trustee shall sell Securities sufficient to
pay the creation and development fee (and any unreimbursed
advance then outstanding) in full, and shall select Securities
to be sold in such manner as will maintain (to the extent
practicable) the relative proportion of number of shares of
each Security then held. The proceeds of such sales, less any
amounts paid to the Trustee in reimbursement of its advances,
shall be credited to the Creation and Development Account. If
the Trust is terminated pursuant to Section 8.02, the Depositor
agrees to reimburse Unitholders for any amounts of the Creation
and Development Fee collected by the Depositor to which it is
not entitled. All advances made by the Trustee pursuant to this
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Section shall be secured by a lien on the Trust prior to the
interest of Unitholders. Notwithstanding the foregoing, the
Depositor shall not receive any amount of Creation and
Development Fee which, when added to any other sales charge
imposed, exceeds the maximum amount per Unit stated in the
Prospectus. The Depositor shall notify the Trustee, not later
than ten business days prior to the date on which it anticipates
that the maximum amount of Creation and Development Fee it may
receive has been accrued and shall also notify the Trustee as of
the date when the maximum amount of Creation and Development Fee
has been accrued. The Trustee shall have no responsibility or
liability for damages or loss resulting from any error in the
information in the preceding sentence. The Depositor agrees to
reimburse the Trust and any Unitholder any amount of Creation
and Development Fee it receives which exceeds the amount which
the Depositor may receive under applicable laws, regulations
and rules."
(10) For the purposes of Section 6.01(g), the liquidation amount
is the amount shall be 20% of the total value of all Securities deposited
in the Trust during the Trust's initial offering period at the time of
each such deposit.
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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
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Vice President
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 92
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
