RANSON UNIT INVESTMENT TRUSTS SERIES 102
487, EX-99.1-1, 2000-12-13
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                                                                   EXHIBIT 1.1


                          RANSON UNIT INVESTMENT TRUSTS
                                   SERIES 102

                                 TRUST AGREEMENT


     This Trust Agreement dated as of December 13, 2000 between Ranson &
Associates, Inc., as Depositor and Evaluator, Intellectual Capital Markets,
Inc., as Supervisor 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 Ranson & 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. 333-50856) 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.


                                   -1-

<PAGE>


       (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
          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


                                   -2-


<PAGE>


          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.

      (11) Section 1.01(4) is hereby replaced in its entirety by the following:

         "The term "Supervisor" shall mean Intellectual Capital Markets, Inc.
         and its successors in interest, or any successor portfolio supervisor
         appointed as hereinafter provided."













                                   -3-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.


                                     RANSON & ASSOCIATES, INC.,
                                       Depositor and Evaluator


                                     By     /s/  ROBIN K. PINKERTON
                                          ---------------------------
                                                  President




                                     INTELLECTUAL CAPITAL MARKETS, INC.,
                                       SUPERVISOR


                                     By:    /s/  F. JAMES TENNIES
                                          ---------------------------
                                               Managing Director




                                     THE BANK OF NEW YORK,
                                       Trustee


                                     By     /s/  JEFFREY BIESELIN
                                          ---------------------------
                                                Vice President












<PAGE>


                                   SCHEDULE A

                         SECURITIES INITIALLY DEPOSITED
                          RANSON UNIT INVESTMENT TRUSTS
                                   SERIES 102


     (Note:  Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)


























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