<PAGE>
Exhibit 1.1.1
EQUITY FOCUS TRUSTS
SECTOR SERIES, EMERGING SECTOR PORTFOLIOS
BROADBAND TECHNOLOGIES 2001A
REFERENCE TRUST INDENTURE
Dated as of January 8, 2001
This Trust Indenture between Salomon Smith Barney Inc., as Sponsor,
and The Bank of New York, as Trustee (the "Indenture") sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Equity Focus Trusts, Standard Terms and Conditions of Trust
for Series formed on or subsequent to March 14, 2000" (the "Standard Terms and
Conditions of Trust") and such provisions as are set forth in full herein and
such provisions as are incorporated by reference constitute a single instrument.
All references herein to Articles and Sections are to Articles and Sections of
the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Sponsor 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 full in this instrument, except that all references to "The Chase
Manhattan Bank" shall be deleted and replaced by "The Bank of New York", and
further, that The Bank of New York shall, by executing this Trust Indenture, be
deemed to be the Trustee and a party to said Standard Terms and Conditions of
Trust for all purposes of this Trust.
<PAGE>
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Securities (including Contract Securities) deposited hereunder are
those listed in the Prospectus under Portfolio relating to the Sector Series,
Emerging Sector Portfolios Broadband Technologies 2001A.
(b) The definition of "Trustee" shall be deleted and replaced by the
following:
"The Bank of New York, or its successor or any successor Trustee
appointed as herein provided."
(c) SECTION 2.02 is hereby amended by adding the following sentence as the
second sentence of such Section:
"Effective as of the Evaluation Time on January 9, 2001, in the event
that the aggregate value of Securities in the Trust has increased since the
evaluation on January 8, 2001, the Trustee shall issue such number of
additional Units to the Holder of outstanding Units as of the close of
business on January 8, 2001, that the price per Unit computed as of the
Evaluation Time on January 9, 2001, plus the maximum applicable sales
charge shall equal approximately $1 per Unit (based on the number of Units
outstanding as of said Evaluation Time, including the additional Units
issued pursuant to this sentence); in the event that the aggregate value of
Securities in the Trust Fund has decreased since the evaluation on January
8, 2001, there will be a reverse split of the outstanding Units, and said
Holder will surrender to the Trustee for cancellation such number of Units,
that the price per Unit computed as of the Evaluation Time on January 9,
2001 plus the maximum applicable sales charge shall equal approximately $1
per Unit (based on the number of Units outstanding as of said Evaluation
Time, reflecting cancellation of Units pursuant to this sentence)."
(d) SECTION 3.19 shall be amended by adding the following sentence at the
conclusion of such Section:
"The Depositor represents that the price paid by any Holder for Units
acquired through reinvestment of Trust distributions will be reduced by the
aggregate amount of unpaid Deferred Sales Charge at the time of purchase
such that the subsequent collection
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by the Depositor of the Deferred Sales Charge in respect of the Units so
acquired will be permissible under applicable NASD rules."
(e) Article THREE shall be amended to add a new SECTION 3.20 as follows:
"SECTION 3.10 Creation and Development Fee. In the event that the
Prospectus provides for a Creation and Development Fee, then the Trustee
shall, on the dates specified in and as permitted by the Prospectus,
withdraw from the Income Account, the Capital Account and/or distributions
to be made therefrom, as such accounts or distributions are designated in
the Prospectus as the source of the payments of the Creation and
Development Fee, an amount per Unit specified in the Prospectus and credit
such amount to a special, non-Trust account maintained at the Trustee out
of which the Creation and Development Fee will be distributed to the
Sponsor. If the balances in the Income and Capital Accounts are
insufficient to make any withdrawal designated to be made therefrom, the
Trustee shall, as directed by the Sponsor, either advance funds in an
amount equal to the proposed withdrawal and be entitled to reimbursement of
such advance upon the deposit of additional monies in the Income Account or
the Capital Account, sell Securities and credit the proceeds thereof to
such special Sponsor's account or credit Securities in kind to such special
Sponsor's Account, provided, however, that the Trustee shall not be
required to advance an aggregate amount in excess of $15,000 pursuant to
this Section. Such directions shall identify the Securities, if any, to be
sold or distributed in kind and shall contain, if the Trustee is directed
by the Sponsor to sell a Security, instructions as to execution of such
sales. The Trustee shall have no liability for any loss or depreciation
resulting from sales made in accordance with the Sponsor's instruction. If
a Holder redeems Units prior to full payment of the Creation and
Development Fee, the Trustee shall not, on the Redemption Date, withhold
from the Redemption Price payment to such Holder an amount equal to the
unpaid portion of the Creation and Development Fee, unless provided
otherwise in the Prospectus. The Sponsor may at any time instruct the
Trustee to distribute to the Sponsor cash or Securities previously credited
to the special Sponsor's Account. Notwithstanding the foregoing, unless the
Sponsor shall otherwise direct, the Trustee shall accrue the liability for
the Creation and Development Fee on each Creation and Development Fee
payment date but shall defer the payment thereof and any sale of Securities
as shall be necessary to provide funds for such payment, until the last
Deferred Sales Charge payment date specified in the Prospectus or such
earlier time as a Unit is redeemed. Accordingly, any person who acquires a
Unit subsequent to one or more Creation and Development Fee payment dates
will acquire the Unit subject to the unpaid liability for such Creation and
Development Fee payments. Neither the Trustee nor the Sponsor shall have
any liability for loss or depreciation resulting from such deferral of
payment and sale of Securities."
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<PAGE>
(f) For purposes of SECTION 7.03 the amount per year as compensation for
the Sponsor is hereby specified as the amount set forth under Summary of
Essential Information in the Prospectus as Sponsor's Annual Fee.
(g) SECTION 8.01(b) shall be amended by adding the following to the clause
ending prior to the proviso beginning in the fifth line:
"or in respect of any evaluation which it is required to make, or
required or permitted to have made by others under this Indenture, or
otherwise."
(h) For purposes of SECTION 8.05, the amount per year specified as
compensation for the Trustee is hereby specified as the amount set forth under
Summary of Essential Information in the Prospectus as Trustee'ss Annual Fee.
(i) For purposes of SECTION 9.01, the Termination Date shall be the dates
specified in the Prospectus under Mandatory Termination of Trust in the Summary
of Essential Information.
This Indenture shall be deemed effective when executed and delivered by the
Sponsor and the Trustee.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Indenture to
be duly executed
SALOMON SMITH BARNEY INC.
Sponsor
By: /s/ Kevin Kopczynski
-------------------------
Senior Vice President
<PAGE>
THE BANK OF NEW YORK, Trustee
By: /s/ Thomas Porrazzo
--------------------------
Vice President
(SEAL)
ATTEST:
By: /s/
--------------------------
<PAGE>
EQUITY FOCUS TRUSTS
SECTOR SERIES, EMERGING SECTOR PORTFOLIOS
WIRELESS TECHNOLOGIES 2001A
REFERENCE TRUST INDENTURE
Dated as of January 8, 2001
This Trust Indenture between Salomon Smith Barney Inc., as Sponsor,
and The Bank of New York, as Trustee (the "Indenture") sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Equity Focus Trusts, Standard Terms and Conditions of Trust
for Series formed on or subsequent to March 14, 2000" (the "Standard Terms and
Conditions of Trust") and such provisions as are set forth in full herein and
such provisions as are incorporated by reference constitute a single instrument.
All references herein to Articles and Sections are to Articles and Sections of
the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Sponsor 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 full in this instrument, except that all references to "The Chase
Manhattan Bank" shall be deleted and replaced by "The Bank of New York", and
further, that The Bank of New York shall, by executing this Trust Indenture, be
deemed to be the Trustee and a party to said Standard Terms and Conditions of
Trust for all purposes of this Trust.
<PAGE>
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Securities (including Contract Securities) deposited hereunder are
those listed in the Prospectus under Portfolio relating to the Sector Series,
Emerging Sector Portfolios Wireless Technologies 2001A.
(b) The definition of "Trustee" shall be deleted and replaced by the
following:
"The Bank of New York, or its successor or any successor Trustee
appointed as herein provided."
(c) SECTION 2.02 is hereby amended by adding the following sentence as the
second sentence of such Section:
"Effective as of the Evaluation Time on January 9, 2001 in the event
that the aggregate value of Securities in the Trust has increased since the
evaluation on January 8, 2001, the Trustee shall issue such number of
additional Units to the Holder of outstanding Units as of the close of
business on January 8, 2001, that the price per Unit computed as of the
Evaluation Time on January 9, 2001, plus the maximum applicable sales
charge shall equal approximately $1 per Unit (based on the number of Units
outstanding as of said Evaluation Time, including the additional Units
issued pursuant to this sentence); in the event that the aggregate value of
Securities in the Trust Fund has decreased since the evaluation on January
8, 2001, there will be a reverse split of the outstanding Units, and said
Holder will surrender to the Trustee for cancellation such number of Units,
that the price per Unit computed as of the Evaluation Time on January 9,
2001 plus the maximum applicable sales charge shall equal approximately $1
per Unit (based on the number of Units outstanding as of said Evaluation
Time, reflecting cancellation of Units pursuant to this sentence)."
(d) SECTION 3.19 shall be amended by adding the following sentence at the
conclusion of such Section:
"The Depositor represents that the price paid by any Holder for Units
acquired through reinvestment of Trust distributions will be reduced by the
aggregate amount of unpaid Deferred Sales Charge at the time of purchase
such that the subsequent collection
-2-
<PAGE>
by the Depositor of the Deferred Sales Charge in respect of the Units so
acquired will be permissible under applicable NASD rules."
(e) Article THREE shall be amended to add a new SECTION 3.20 as follows:
SECTION 3.10 Creation and Development Fee. In the event that
the Prospectus provides for a Creation and Development Fee, then the
Trustee shall, on the dates specified in and as permitted by the
Prospectus, withdraw from the Income Account, the Capital Account and/or
distributions to be made therefrom, as such accounts or distributions are
designated in the Prospectus as the source of the payments of the Creation
and Development Fee, an amount per Unit specified in the Prospectus and
credit such amount to a special, non-Trust account maintained at the
Trustee out of which the Creation and Development Fee will be distributed
to the Sponsor. If the balances in the Income and Capital Accounts are
insufficient to make any withdrawal designated to be made therefrom, the
Trustee shall, as directed by the Sponsor, either advance funds in an
amount equal to the proposed withdrawal and be entitled to reimbursement of
such advance upon the deposit of additional monies in the Income Account or
the Capital Account, sell Securities and credit the proceeds thereof to
such special Sponsor's account or credit Securities in kind to such special
Sponsor's Account, provided, however, that the Trustee shall not be
required to advance an aggregate amount in excess of $15,000 pursuant to
this Section. Such directions shall identify the Securities, if any, to be
sold or distributed in kind and shall contain, if the Trustee is directed
by the Sponsor to sell a Security, instructions as to execution of such
sales. The Trustee shall have no liability for any loss or depreciation
resulting from sales made in accordance with the Sponsor's instruction. If
a Holder redeems Units prior to full payment of the Creation and
Development Fee, the Trustee shall not, on the Redemption Date, withhold
from the Redemption Price payment to such Holder an amount equal to the
unpaid portion of the Creation and Development Fee, unless provided
otherwise in the Prospectus. The Sponsor may at any time instruct the
Trustee to distribute to the Sponsor cash or Securities previously credited
to the special Sponsor's Account. Notwithstanding the foregoing, unless the
Sponsor shall otherwise direct, the Trustee shall accrue the liability for
the Creation and Development Fee on each Creation and Development Fee
payment date but shall defer the payment thereof and any sale of Securities
as shall be necessary to provide funds for such payment, until the last
Deferred Sales Charge payment date specified in the Prospectus or such
earlier time as a Unit is redeemed. Accordingly, any person who acquires a
Unit subsequent to one or more Creation and Development Fee payment dates
will acquire the Unit subject to the unpaid liability for such Creation and
Development Fee payments. Neither the Trustee nor the Sponsor shall have
any
-3-
<PAGE>
liability for loss or depreciation resulting from such deferral of payment
and sale of Securities."
(f) For purposes of SECTION 7.03 the amount per year as compensation for
the Sponsor is hereby specified as the amount set forth under Summary of
Essential Information in the Prospectus as Sponsor's Annual Fee.
(g) SECTION 8.01(b) shall be amended by adding the following to the clause
ending prior to the proviso beginning in the fifth line:
"or in respect of any evaluation which it is required to make, or
required or permitted to have made by others under this Indenture, or
otherwise."
(h) For purposes of SECTION 8.05, the amount per year specified as
compensation for the Trustee is hereby specified as the amount set forth under
Summary of Essential Information in the Prospectus as Trustee'ss Annual Fee.
(i) For purposes of SECTION 9.01, the Termination Date shall be the dates
specified in the Prospectus under Mandatory Termination of Trust in the Summary
of Essential Information.
This Indenture shall be deemed effective when executed and delivered by the
Sponsor and the Trustee.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Trust Indenture to
be duly executed
SALOMON SMITH BARNEY INC.
Sponsor
By: /s/ Kevin Kopczynski
-------------------------
Senior Vice President
<PAGE>
THE BANK OF NEW YORK, Trustee
By: /s/ Thomas Porrazzo
--------------------------
Vice President
(SEAL)
ATTEST:
By: /s/
--------------------------
