Exhibit 1(a)(1)
TRUST AGREEMENT OF XYZ MEDS TRUST
TRUST AGREEMENT, dated as of August 1, 2000 between J.P. Morgan
Securities Inc., as depositor (the "Depositor"), and Donald J. Puglisi, as
trustee (the "Trustee"). The Depositor and the Trustee hereby agree as
follows:
1. The Trust created hereby shall be known as "XYZ MEDS Trust", in which
name the Trustee may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustee the sum of $1. The Trustee hereby acknowledges receipt of such amount in
trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustee hereby declares that it will hold the trust estate in trust
for the Depositor. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq. and that this document
constitute the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustee shall approve.
3. The Depositor and the Trustee will enter into an Amended and Restated
Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution and
delivery of such Amended and Restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
4. The Depositor and the Trustee hereby authorize and direct the Trustee
(i) to file with the Securities and Exchange Commission (the Commission") and to
execute, on behalf of the Trust, (a) a Registration Statement, including
pre-effective or post-effective amendments to such Registration Statement,
relating to the registration under the Securities Act of 1933, as amended (the
"1933 Act"), and the Investment Company Act of 1940 (the "1940 Act"), of the
MEDS of the Trust each representing an undivided beneficial interest in the
assets of the Trust and (b) any preliminary prospectus or prospectus or
supplement thereto relating to the MEDS required to be filed under the 1933 Act
or the 1940 Act; (ii) to file with any national securities exchange or automated
quotation system and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the MEDS to be listed on
such exchange or quotation system; and (iii) to file and execute on behalf of
the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the MEDS under the securities or
"Blue Sky" laws of such jurisdictions as the Trustee, on behalf of the Trust,
may deem necessary or desirable.
<PAGE>
5. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
trustee of the Trust at any time. Any trustee of the Trust may resign upon
thirty days' prior notice to the Depositor.
6. This Trust Agreement may be executed in one or more counterparts.
7. All laws or rules of construction of the State of Delaware, without
regard to principles of conflict of laws, shall govern the rights of the parties
hereto and the construction, validity and effect of the provisions hereof.
8. The Trust will be a registered investment company under the 1940 Act.
9. The Trust may be dissolved and terminated before the issuance of the
MEDS at the election of the Depositor.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
DEPOSITOR:
J.P. Morgan Securities Inc.
By: /s/ Stephen Gray
------------------
Name: Stephen Gray
Title: Vice President
TRUSTEE:
/s/ Donald J. Puglisi
---------------------
Donald J. Puglisi
