EXHIBIT 1.1
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 55
TRUST AGREEMENT
This Trust Agreement dated as of March 6, 1997 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 March 6, 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. 333-22653) as filed
with the Securities and Exchange Commission on March 6, 1997. 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 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) Section 1.01 is amended to add the following Section
1.01(36) immediately after Section 1.01(35):
(36) "Index" shall mean the Nasdaq-100 Index with respect
to the Nasdaq-100 Index Trust, Series 2 and shall mean the
Standard & Poor's 500 Composite Stock Price Index with respect
to the S&P 500 Index Trust, Series 2.
(9) Section 1.01(20) 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
related Index immediately prior to any subsequent deposit of
Securities.
(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
related Index."
-2-
(11) The first sentence of Section 2.01(e) is hereby stricken
and replaced with the following:
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 Index; or
(xi) that the Security is over-represented in the Trust's
portfolio in comparison to such Security's percentage weighting
in the related 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 related 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 related 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 related 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.
-3-
(14) The second paragraph of Section 3.10 is hereby stricken
and replaced 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 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 related 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
related 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 a 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
such Trust's portfolio in comparison to their percentage
weighting in the related Index.
(16) Notwithstanding anything to the contrary herein, if at any
time an Index shall no longer be compiled, maintained or made
available, the Depositor may (a) direct that the related Trust
created hereby continue to be operated hereunder utilizing the
components of the related Index, and the percentage weightings of
such components, as existed on the last date on which such Index
components and weightings were available to such Trust or (b) direct
the Trustee to terminate the related Trust and liquidate such Trust
in such manner as the Depositor shall direct.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed.
XXXXXX & ASSOCIATES, INC.,
Depositor
By /s/ XXXXX X. XXXXXXXXX
___________________________
Xxxxx X. Xxxxxxxxx
THE BANK OF NEW YORK,
Trustee
By /s/ Xxx Xxxxxx
___________________________
Vice President
SCHEDULE A
Securities Initially Deposited
Xxxxxx Unit Investment Trusts
Series 55
(Note: Incorporated herein and made a part hereof are the
"Portfolios" as set forth in the Prospectus.)
