EXHIBIT 1.1
XXX XXXXXX AMERICAN CAPITAL INSURED INCOME TRUST
SERIES 71
TRUST AGREEMENT
Dated: March 20, 1998
This Trust Agreement between Xxx Xxxxxx American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of Xxx
Xxxxxx American Capital Investment Advisory Corp., as Evaluator, 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 Van Xxxxxx Xxxxxxx Insured Income Trust, Series 1 and
Subsequent Series, Effective: April 3, 1990" (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 and the Trustee and the Evaluator 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:
(a) The Bonds defined in Section 1.01(4), listed in Schedule
A hereto, have been deposited in trust under this Trust Agreement.
(b) The fractional undivided interest in and ownership of the
Trust Fund represented by each Unit is the amount set forth under
"Summary of Essential Financial Information--Fractional Undivided
Interest in the Fund per Unit" in the Prospectus.
(c) The First General Record Date and the amount of the
second distribution of funds from the Interest Account shall be the
record date for the Interest Account and the amount set forth under
"Distribution Options" on page 2 of the Prospectus.
(d) The First Settlement Date shall be the date set forth
under "Summary of Essential Financial Information--First Settlement
Date" in the Prospectus.
(e) The Evaluation time has been changed from 3:00 P.M.
Eastern time to 4:00 P.M. Eastern time.
(f) Sections 8.02(d) and 8.02(e) of the Standard Terms and
Conditions of Trust are hereby stricken and replaced by the
following:
(d) distribution to each Certificateholder of such
Trust such holder's pro rata share of the balance of the
Interest Account of such Trust;
(e) distribute to each Certificateholder of such
Trust such holder's pro rata share of the balance of the
Principal Account of such Trust; and
(g) Section 1.01(11) of the Standard Terms and
Conditions of Trust are hereby stricken and replaced by the
following:
(11) "Insurer" shall mean AMBAC Assurance
Corporation, and/or Capital Markets Assurance Corporation,
their respective successors and assigns, each having its
principal office in New York, New York, one or both of which
have issued the contract or policy of insurance obtained by
the Trust Fund protecting the Trust Fund and the
Certificateholders thereof against nonpayment when due of the
principal of and interest on certain of the Bonds (except for
Pre-Insured Bonds) held by the Trustee as part of the Fund.
(h) All references to "Van Xxxxxx Xxxxxxx Insured Income
Trust," "Van Xxxxxx Xxxxxxx Inc." and "Van Xxxxxx Xxxxxxx Investment
Advisory Corp." in the Standard Terms and Conditions of Trust are
hereby stricken and replaced with "Xxx Xxxxxx American Capital Insured
Income Trust," "Xxx Xxxxxx American Capital Distributors, Inc." and
"Xxx Xxxxxx American Capital Investment Advisory Corp.," respectively.
(i) The Trustee's annual compensation as set forth under
Section 6.04, under each distribution plan shall be that amount as
specified in the Prospectus under the section entitled "Per Unit
Information" for each Trust and will include a fee to induce the
Trustee to advance funds to meet scheduled distributions.
(j) The term "Record Date" shall mean the "Record and
Computation Dates" set forth under "Per Unit Information" for each
Trust in the Prospectus. Notwithstanding anything to the contrary in
the Standard Terms and Conditions of Trust, all distributions to
Certificateholders shall be computed as of the related Record Date as
that term is defined in the previous sentence.
(k) The term "Distribution Date" shall mean the "Distribution
Dates" set forth under "Per Unit Information" for each Trust in the
Prospectus. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, all distributions to Certificateholders
shall be made as of the related Distribution Date as that term is
defined in the previous sentence.
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., has caused this Trust Indenture and
Agreement to be executed by its President or one of its Vice Presidents and its
corporate seal to be hereto affixed and attested to by its Secretary, its
Assistant Secretary or one of its 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
(SEAL)
Attest:
By XXXXX XXXXXX
Assistant Secretary
AMERICAN PORTFOLIO EVALUATION SERVICE, a division of Xxx Xxxxxx American
Capital Investment Advisory Corp.
By XXXXXX X. XXXXXXXXX
President
(SEAL)
Attest:
By XXXXX X. XXXXX
Assistant Secretary
THE BANK OF NEW YORK
By XXXXXXX XXXXXXXX
Vice President
(SEAL)
Attest:
By XXXXXXX XXXXX
Assistant Treasurer
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX AMERICAN CAPITAL INSURED INCOME TRUST,
SERIES 71
(Note: Incorporated herein and made a part hereof is the "Portfolio" as set
forth in the Prospectus.)
