EXHIBIT 1.1
XXX XXXXXX AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
SERIES 98
TRUST AGREEMENT
Dated: June 10, 1998
This Trust Agreement among Xxx Xxxxxx American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of Xxx
Xxxxxx American Capital Investment Advisory Corp., as Evaluator, First Albany
Corp., as Supervisory Servicer, and The Bank of New York, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Xxx Xxxxxx American Capital Equity Opportunity Trust, Series
87 and Subsequent Series, Standard Terms and Conditions of Trust, Effective
January 27, 1998" (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. 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 Depositor, Evaluator, Supervisory Servicer and 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.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
1. The Securities defined in Section 1.01(24), listed in the
Schedule hereto, have been deposited in trust under this Trust
Agreement.
2. The fractional undivided interest in and ownership of
each Trust represented by each Unit is the amount set forth under
"Summary of Essential Financial Information - Fractional Undivided
Interest in the Trust per Unit" in the Prospectus. Such fractional
undivided interest may be (a) increased by the number of any additional
Units issued pursuant to Section 2.03, (b) increased or decreased in
connection with an adjustment to the number of Units pursuant to
Section 2.03, or (c) decreased by the number of Units redeemed pursuant
to Section 5.02.
3. The terms "Capital Account Record Date" and "Income Account
Record Date" shall mean the "Income and Capital Account Record Dates" set forth
under "Summary of Essential Financial Information" in the Prospectus.
4. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Income and Capital Account Distribution
Dates" set forth under "Summary of Essential Financial Information" in the
Prospectus.
5. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" set forth under "Summary of Essential Financial Information"
in the Prospectus.
6. The term "Supervisory Servicer" shall mean First Albany Corp. and
its successors in interest, or any successors in interest, or any successor
portfolio supervisor appointed as provided in the Standard Terms and Conditions
of Trust.
IN WITNESS WHEREOF, Xxx Xxxxxx American Capital Distributors, Inc. has
caused this Trust Agreement to be executed by one of its Vice Presidents or
Assistant Vice Presidents and its corporate seal to be hereto affixed and
attested by its Secretary or one of its Vice Presidents or Assistant
Secretaries, American Portfolio Evaluation Services, a division of Xxx Xxxxxx
American Capital Investment Advisory Corp., and First Albany Corp., have each
caused this Trust Indenture and Agreement to be executed by their respective
President or one of their respective Vice Presidents and the corporate seal of
each to be hereto affixed and attested to by the Secretary, Assistant Secretary
or one of their respective Vice Presidents or Assistant Vice Presidents and The
Bank of New York, has caused this Trust Agreement to be executed by one of its
Vice Presidents and its corporate seal to be hereto affixed and attested to by
one of its Assistant Treasurers all as of the day, month and year first above
written.
XXX XXXXXX AMERICAN CAPITAL DISTRIBUTORS, INC.
By XXXXX X. XXXXX
Vice President, Associate General Counsel
and Assistant Secretary
Attest:
By XXXXX XXXXXX
Assistant Secretary
AMERICAN PORTFOLIO EVALUATION SERVICES, A DIVISION OF XXX XXXXXX AMERICAN
CAPITAL INVESTMENT ADVISORY CORP.
By XXXXXX X. XXXXXXXXX
President
Attest
By XXXXX X. XXXXX
Assistant Secretary
FIRST ALBANY CORP.
By
Title: ______________________
Attest
By
Title: _________________________
THE BANK OF NEW YORK
By XXXXXXX XXXXXXXX
Vice President
Attest
By XXXXXXX XXXXX
Assistant Treasurer
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 98
(Note: Incorporated herein and made a part hereof is the "Portfolio" as set
forth in the Prospectus.)
