EXHIBIT 1.1
▇▇▇▇▇▇ UNIT INVESTMENT TRUSTS
SERIES 111
TRUST AGREEMENT
This Trust Agreement dated as of May 15, 2001 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. 333-59550) 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.
(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 specified in the Prospectus for 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
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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 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 111
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)