Exhibit 1.1
XXX XXXXXX UNIT TRUSTS, SERIES 554
TRUST AGREEMENT
Dated: February 14, 2006
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The
Bank of New York, as Trustee, Xxxxx & Steers Capital Management, Inc. and Xxx
Xxxxxx Asset Management, Inc. each, as a 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 Schedules hereto have been deposited
in trust under this Trust Agreement.
2. The fractional undivided interest in and ownership of each 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 each
Trust in the "Essential Information" in the Prospectus.
3. The aggregate number of Units described in Section 2.03(a) for each
Trust is that number of Units set forth under "Initial number of Units" for
a 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 "Deferred Sales Charge Payment Date" shall mean July 10,
2005 and the tenth day of each month thereafter through November 10, 2006
with respect to the amount designated "Deferred sales charge in the first
year" in the "Fee Table" in the Prospectus and July 10, 2007 and the tenth
day of each month thereafter through November 10, 2007 with respect to the
amount designated "Deferred sales charge in second year" in the "Fee Table"
in the Prospectus.
8. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" for each Trust set forth in the "Essential Information"
in the Prospectus.
9. With respect to Financial Institutions Portfolio, Series 29 only,
the term "Percentage Ratio" shall mean the percentage relationship among
the Equity Securities based on the dollar value of each Equity Security per
Unit existing immediately prior to an additional deposit of Securities. The
Percentage Ratio shall be adjusted to the extent necessary, and may be
rounded, to reflect the occurrence of a stock dividend, a stock split or a
similar event which affects the capital structure of the issuer of an
Equity Security.
10. With respect to Xxxxx & Steers REIT Income Portfolio 2006-1 only,
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. With
respect to all other Trusts, the term "Supervisor" shall mean Xxx Xxxxxx
Asset Management and its successors in interest, or any successor portfolio
supervisor as provided in the Standard Terms and Conditions of Trust.
11. With respect to Xxxxx & Steers REIT Income Portfolio 2006-1 only,
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."
12. Section 3.07(a)(xiii) of the Standard Terms and Conditions of
Trust shall be replaced in its entirety with the following:
"(xiii) if the Trust has elected to be taxed as a "regulated
investment company" as defined in the United States Internal Revenue
Code of 1986, as amended, that such sale is necessary or advisable (i)
to maintain the qualification of the Trust as a regulated investment
company or (ii) to provide funds to make any distribution for a taxable
year in order to avoid imposition of any income or excise taxes on the
Trust or on undistributed income in the Trust."
13. The first two sentences in the second paragraph of Section 3.11 of
the Standard Terms and Conditions of Trust shall be replaced in their
entirety with the following:
"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 at the direction of the Depositor, vote
for or against, or accept or reject, any offer for new or exchanged securities
or property in exchange for a Trust Security. Should any issuance, exchange or
substitution be effected, any securities, cash and/or property received shall be
deposited hereunder and shall be promptly sold, if securities or property, by
the Trustee pursuant to the Depositor's direction, unless the Depositor advises
the Trustee to keep such securities or property."
14. Section 3.12(a) of the Standard Terms and Conditions of Trust
shall be replaced in its entirety with the following:
"(a) The Replacement Securities shall be Zero Coupon
Obligations or Equity Securities as originally selected for deposit in
the Trust or securities which the Depositor determines to be similar in
character as Securities originally selected for deposit in the Trust,
and any Replacement Securities which are Zero Coupon Obligations must
have the same maturity value as the Failed Contract Security and, as
close as is reasonably practical, the same maturity date, which must be
on or prior to the Mandatory Termination Date;"
15. The Standard Terms and Conditions of Trust shall be amended to
include the following section:
"Section 3.19. Regulated Investment Company Election. If the Prospectus
for a Trust states that such Trust intends to elect to be treated and to qualify
as a "regulated investment company" as defined in the United States Internal
Revenue Code of 1986, as amended, the Trustee is hereby directed to make such
elections and take all actions, including any appropriate election to be taxed
as a corporation, as shall be necessary to effect such qualification."
16. With respect to Xxxxx & Steers REIT Income Portfolio 2006-1 only,
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 0.05% of the average daily Trust Evaluation (described in
Section 6.01) for Xxxxx & Steers REIT Income Portfolio 2006-1."
17. 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."
18. Section 6.02 of the Standard Terms and Conditions of Trust shall
be amended by adding the following to the end of such Section:
"Notwithstanding anything to the contrary herein, each
Unitholder who holds Units designated with a "Classic CUSIP" number
will be deemed to have tendered all Units then owned for redemption to
the Trustee on the Special Redemption Date for the related Trust set
forth under "Essential Information" in the Prospectus and shall have
such Units redeemed on such date as provided herein."
19. 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."
20. 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
XXX XXXXXX ASSET MANAGEMENT
By /s/ XXXX X. XXXXXXX
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Executive Director
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By /s/ XXXX X. XXXXXX
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Senior 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 554
[Incorporated herein by this reference and made a part hereof is each
"Portfolio" schedule as set forth in the Prospectus.]
