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Exhibit 2.a.(i)
TRUST AGREEMENT
TRUST AGREEMENT, dated as of June 29, 1999, between GOLDMAN, SACHS & CO.,
as sponsor (the "Sponsor") and PAUL S. EFRON, as trustee (the "Trustee").
1. The Sponsor hereby creates Eleventh Automatic Common Exchange
Security Trust (the "Trust") to acquire and hold a fixed portfolio of stripped
U.S. Treasury Securities (the "Treasuries"), enter into and hold purchase
contracts with respect to common stocks chosen by the Trustee (the
"Contracts"), issue shares of beneficial interest therein ("Securities"), and
hold the Trust Estate in trust for the use and benefit of all present and
future beneficial owners of Securities and otherwise carry out the terms and
conditions hereof, all for the purpose of providing periodic cash distributions
and the potential for capital appreciation for the beneficial owners of
Securities. The Trustee hereby declares that he will accept and hold the Trust
Estate in trust for the use and benefit of all present or future beneficial
owners of Securities. The Sponsor hereby deposits with the Trustee the sum of
$10 to accept and hold in trust hereunder. As used herein, "Trust Estate" means
the Treasuries, the Contracts and any monies held by the Trust from time to
time.
2. The Sponsor authorizes and directs the Trustee to issue one Security,
at such price and on such terms as the Trustee may determine, to the Sponsor
upon the Sponsor's request. Such Security shall be evidenced by a certificate,
which shall be executed manually by the Trustee, shall be in substantially the
form of Exhibit A to this Agreement, with the blanks appropriately filled in,
shall be dated the date of countersignature and delivery by the Paying Agent
and shall represent an undivided interest in the Trust. If the Trust makes a
public offering of Securities, the subsequent to the determination of the
public offering price per Security and the related underwriting discount for
the Securities to be sold to the underwriters in such public offering but prior
to the sale of the Securities to such underwriters, the Security issued
pursuant to this Section shall be split into a greater number of Securities so
that immediately following such split the value of each Security held by the
Sponsor will equal the aforesaid public offering price less the related
underwriting discount.
3. The Sponsor specifically authorizes and directs the Trust to (i)
prepare a Registration Statement to be filed with the Securities and Exchange
Commission and an accompanying Prospectus to be furnished to prospective
purchasers of Securities; (ii) acquire the Treasuries as directed by the
Sponsor, (iii) enter into the Contracts; (iv) hold, invest and disburse monies
as directed by the Sponsor, and (v) adopt and amend bylaws and take any and all
other actions as necessary or advisable to carry out the purposes of the Trust.
4. Subject to the specific provisions hereof, the Trust will be managed
solely by the Trustee. The Trustee shall have fiduciary responsibility for the
safekeeping and use of all funds and assets of the Trust and shall not employ,
or permit another to employ, such funds or assets in any manner except for the
exclusive benefit of the Trust.
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5. The Trustee may resign or be discharged of the trust created hereby
by executing an instrument in writing and filing the same with the Sponsor.
Such resignation shall become effective immediately upon such filing unless
otherwise specified therein. Before the issuance of any Securities, any vacancy
in the office of the Trustee may be filled by appointment by the Sponsor.
6. The Trustee shall not be liable to the Trust or any beneficial owner
of Securities for any action taken or for refraining from taking any action
except in the case of willful misfeasance, bad faith, gross negligence or a
willful disregard of the duties of his office.
7. Before the issuance of any Securities, (i) the trust created hereby
shall be revocable by the Sponsor at any time upon written notice to the
Trustee, and (ii) this Trust Agreement may be amended by the Trustee from time
to time for any purpose. This Trust Agreement and the Trust shall terminate upon
the date which is 21 years after the death of the last survivor of Joseph P.
Kennedy living on the date hereof.
8. The Trust Agreement is executed and delivered in the State of New
York, and all laws or rules of construction of the State of New York shall
govern the rights of the parties hereto and of the beneficial owners of
Securities and the interpretation of the provisions hereof.
9. This Trust Agreement may be executed in one or more counterparts and,
when a counterpart has been executed by each party hereto, all such
counterparts taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the first date written above.
GOLDMAN, SACHS & CO., as Sponsor
/s/ Goldman, Sachs & Co.
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PAUL S. EFRON, as Trustee
/s/ Paul S. Efron
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Paul S. Efron
