Exhibit 1.1
Xxx Xxxxxx American Capital Insured Income Trust
Series 70
Trust Agreement
Dated: October 23, 1997
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 Xxx Xxxxxx
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 70
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
