EXHIBIT 1.1
▇▇▇▇▇▇ UNIT INVESTMENT TRUSTS
SERIES 97
TRUST AGREEMENT
This Trust Agreement dated as of July 13, 2000 between ▇▇▇▇▇▇ & 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 ▇▇▇▇▇▇ & 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. 333-41082) 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 "Number of Units" in the Statement of Financial Condition
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
Section shall be secured by a lien on the Trust prior to the interest
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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.
▇▇▇▇▇▇ & ASSOCIATES, INC.,
Depositor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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President
THE BANK OF NEW YORK,
Trustee
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Vice President
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
▇▇▇▇▇▇ UNIT INVESTMENT TRUSTS
SERIES 97
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)