EXHIBIT 4(a)
SUPPLEMENTAL DECLARATION OF TRUST
TARGETS TRUST XXV
DATED AS OF JULY 19, 2005
SUPPLEMENTAL DECLARATION OF TRUST ("Declaration") dated and
effective as of July 19, 2005, by the Trustees (as defined herein), the Sponsor
(as defined herein) and the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to this Declaration.
WHEREAS, the Trustees and CGMH (as defined herein) established
TARGETS Trust XXV (the "Trust"), under the Statutory Trust Act (as defined
herein) pursuant to a Declaration of Trust dated as of August 15, 2001 (the
"Original Declaration") and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on August 15, 2001, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in the
Forward Contract represented by the Forward Contract Certificates (each as
defined herein) and the Treasury Securities;
WHEREAS, CGMH wishes to assign and deliver to CFI (as defined
herein), as successor sponsor (the "Sponsor") all of its right, title and
interest in and with respect to the Trust, subject to the assumption by CFI of
all liabilities and obligations of CGMH in connection with such assigned
interest as of the date hereof, and CFI wishes to accept such assigned interest
and assume such liabilities and obligations; and
WHEREAS, as of the date hereof, no interests in the Trust have been
issued;
NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitute the governing instrument of such statutory trust,
the Trustees and the Sponsor, by this Declaration, amend the provisions of the
Original Declaration as set forth below.
ARTICLE I
INTERPRETATION AND DEFINITIONS
SECTION 1.1 DEFINITIONS.
Unless the context otherwise requires:
(a) Capitalized terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to them in the
Original Declaration;
(b) a term defined anywhere in this Declaration has the same meaning
throughout;
(c) all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;
and
(d) a reference to the singular includes the plural and vice versa.
"CFI" means Citigroup Funding Inc., a Delaware corporation, together
with any successor entity in a merger, consolidation or amalgamation.
"CGMH" means Citigroup Global Markets Holdings Inc., a New York
corporation, together with any successor entity in a merger, consolidation or
amalgamation.
"FORWARD CONTRACT" means the Forward Contract to be issued by CFI,
guaranteed by Citigroup Inc. and acquired by the Trust.
"FORWARD CONTRACT CERTIFICATES" means the certificates evidencing
interests in the Forward Contract.
"STATUTORY TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Sections 3801 et seq., as it may be amended from time to
time, or any successor legislation.
"TRUSTEE" or "TRUSTEES" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof and references herein to a Trustee or the Trustees shall refer
to such Person or Persons solely in their capacity as trustees hereunder.
ARTICLE II
ASSUMPTION AND ASSIGNMENT
SECTION 2.1 ASSIGNMENT AND ASSUMPTION.
CGMH does hereby convey, transfer, assign and deliver to the Sponsor
all of its right, title and interest in and to the Trust, and the Sponsor does
hereby accept and assume from CGMH all right, title and interest CGMH has in and
with respect to the Trust, including all rights and obligations of CGMH under
the Original Declaration. The Sponsor hereby assumes and agrees to discharge and
perform all of CGMH's obligations and liabilities under or related to the
Original Declaration arising from and after the date hereof. Upon the execution
hereof, the Sponsor shall be bound by all the terms and provisions of the
Original Declaration applicable to CGMH and its successors and assigns, and CGMH
and its successors and assigns shall be relieved of all obligations and
liabilities under the Original Declaration.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 EFFECT OF EXECUTION.
This Declaration is executed and shall be construed as a supplement
to the Original Declaration, and forms a part thereof. Except as expressly
supplemented hereby, the Original Declaration shall continue in full force and
effect in accordance with the provisions thereof.
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SECTION 3.2 GOVERNING LAW.
This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.
SECTION 3.3 HEADINGS.
Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.
SECTION 3.4 SUCCESSORS AND ASSIGNS.
Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.
SECTION 3.5 PARTIAL ENFORCEABILITY.
If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.
SECTION 3.6 COUNTERPARTS.
This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.
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IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.
/s/ Geoffrey S. Richards
________________________________________
Geoffrey S. Richards, as Regular Trustee
CHASE BANK USA NATIONAL ASSOCIATION,
as Delaware Trustee
/s/ John J. Cashin
By: _____________________________________
Name: John J. Cashin
Title: Vice President
CITIGROUP FUNDING INC.,
as Successor Sponsor
/s/ Geoffrey S. Richards
By: _____________________________________
Name: Geoffrey S. Richards
Title: Vice President and Assistant Treasurer
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
/s/ Geoffrey S. Richards
By: _____________________________________
Name: Geoffrey S. Richards
Title: Vice President
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