Exhibit 1.1
XXX XXXXXX FOCUS PORTFOLIOS, SERIES 347
TRUST AGREEMENT
Dated: July 17, 2002
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The
Bank of New York, as Trustee, and Xxx Xxxxxx Investment Advisory Corp. or Xxxxx
& Steers Capital Management, Inc., as Supervisor of certain Trusts, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust For Xxx Xxxxxx Focus
Portfolios, Effective for Unit Investment Trusts Established On and After May 2,
2001 (Including Series 284 and Subsequent Series)" (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, Trustee and Supervisors 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 listed in the Schedules 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 thereof referred to in Section 1.01(56) is initially an
amount the numerator of which is one and the denominator of which is the amount
set forth under "Initial number of Units" for the Trust in the "Summary of
Essential Financial Information" in the Prospectus.
3. The aggregate number of Units described in Section 2.03(a) for each
Trust is that number of Units set forth under "Initial number of Units" for the
Trust in the "Summary of Essential Financial Information" in the Prospectus.
4. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Distribution Dates" set forth in the "Summary
of Essential Financial Information" in the Prospectus.
5. The terms "Capital Account Record Date" and "Income Account Record
Date" shall mean the "Record Dates" set forth in the "Summary of Essential
Financial Information" in the Prospectus.
6. The term "Deferred Sales Charge Payment Date" shall mean December
10, 2002 and the 10th day of each month thereafter through April 10, 2003 with
respect to the amount designated "Deferred sales charge in first year" in the
"Fee Table" on Page 3 of the Prospectus and the amounts designated "Deferred
Sales Charge" in the "Fee Table" on page 4 of the Prospectus and December 10,
2003 and the 10th day of each month thereafter through February 10, 2004 with
respect to the amount designated "Deferred sales charge in second year" in the
"Fee Table" on page 3 of the Prospectus.
7. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" for each Trust set forth in the "Summary of Essential
Financial Information" in the Prospectus.
8. The Trustee's annual compensation rate described in Section 7.04
shall be that amount set forth under "Trustee's fee and operating expenses" in
the "Fee Table" in the Prospectus.
9. Section 6.02 of the Standard Terms and Conditions of Trust shall be
amended by adding the following to the end of such Section:
"Notwithstanding anything to the contrary herein, each
Unitholder who holds Units designated with a "Classis CUSIP" will be
deemed to have tendered all Units then owned for redemption to the
Trustee on the Special Redemption Date set forth under "Summary of
Essential Financial Information" in the Prospectus and shall have such
Units redeemed on such date as provided herein."
10. The term "Supervisor" shall mean Xxxxx & Steers Capital Management,
Inc. with respect to Xxxxx & Steers REIT Income Portfolio, Series 4 and shall
mean Xxx Xxxxxx Investment Advisory Corp. with respect to all other Trusts set
forth in the Prospectus.
11. Solely with respect to Xxxxx & Steers REIT Income Portfolio, Series
4, the first paragraph of Section 4.01 is hereby replaced with the following:
"Section 4.01. Compensation As compensation for providing
supervisory portfolio services under this Indenture, the Trust will
accrue daily and pay to the Supervisor at the end of each calendar
quarter an aggregate annual fee in an amount equal to 0.05% of the
average daily Trust Evaluation (described in Section 6.01). Such
compensation shall be charged against the Income and/or Capital
Accounts, in accordance with Section 3.05."
IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to
be executed; all as of the day, month and year first above written.
XXX XXXXXX FUNDS INC.
By /s/ XXXXXXXX XXXXXXXXXX
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Executive Director
XXX XXXXXX INVESTMENT ADVISORY CORP.
By /s/ XXXXXXXX XXXXXXXXXX
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Assistant Treasurer
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By /s/ XXXX X. XXXXXX
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Senior Vice President
THE BANK OF NEW YORK
By /s/ XXXXXXX X'XXXXX
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Assistant Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX FOCUS PORTFOLIOS, SERIES 347
[Incorporated herein by this reference and made a part hereof is each
"Portfolio" schedule as set forth in the Prospectus.]
