1
Exhibit 1.1
FIDELITY DEFINED TRUSTS, SERIES 4
TRUST AGREEMENT
Dated: May 29, 1997
This Trust Agreement among National Financial Services Corporation, as
Depositor and Portfolio Supervisor, Xxxxxx Data Corporation as Evaluator and The
Chase Manhattan Bank, 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 Fidelity Defined Trusts Series 1 effective
January 3, 1996" (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, the Trustee, the Evaluator and Portfolio Supervisor
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 Securities defined in Section 1.01(5) listed in Schedule A
hereto have been deposited in trust under this Trust Agreement.
2
(b) The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for a Trust is the amount set forth under the
caption "Essential Information - Fractional Undivided Interest per Unit" in
the Prospectus.
(c) The number of units in a Trust referred to in Section 2.03 is set
forth under the caption "Essential Information - Number of Units" in the
Prospectus.
(d) The "First Settlement Date" for each Trust is the date set forth
under "Essential Information-First Settlement Date" in the Prospectus.
(e) The Trustee's compensation shall be computed according to the
following schedule, determined on the basis of the largest principal amount
of Securities held by the Trust during the period for which the
compensation is computed; provided , however, that until the Depositor
informs the Trustee that no further deposits of additional Securities will
be made pursuant to Section 2.01(b), such compensation shall be computed on
the basis of the principal amount of Securities held as of the Record Date
preceding the date on which the compensation is paid (or the Initial Date
of Deposit, as appropriate):
Principal amount of Securities Rate per $1,000 principal amount of Securities
held by the Trust
Rolling Gov't Investment Investment
Series 4, Grade Series 3, Grade Series
GNMA Intermediate 4, Corporate
Portfolio Insured Corpo- Portfolio
rate Portfolio
------------- -------------- ------------
$0 - $25,000,000 $0.880 $1.47 $1.52
$25,000,001 - $45,000,000 $0.880 $1.37 $1.42
$45,000,001 and higher $0.880 $1.25 $1.30
(f) Article III of the Standard Terms and Conditions of Trust is
hereby amended by inserting the following paragraph which shall be entitled
Section 3.16:
"Section 3.16. Deferred Sales Charge. If the prospectus related
to the Trust specifies a deferred sales charge, the Trustee shall, on
the dates specified in and as permitted by such Prospectus, withdraw
from the Principal Account, an amount per Unit specified in such
Prospectus and credit such amount to a special non-Trust account
designated by the Depositor out of which the deferred sales charge
will be distributed to the Depositor (the "Deferred Sales Charge
Account"). If the balance in the Principal Account is insufficient to
make such withdrawal, the Trustee shall, as directed by the Depositor,
advance funds in an amount required to fund the proposed withdrawal
and be entitled to reimbursement of such
-2-
3
advance upon the deposit of additional monies in the Principal
Account, and/or sell Securities and credit the proceeds thereof to the
Deferred Sales Charge Account, provided, however, that the aggregate
amount advanced by the Trustee at any time for payment of the deferred
sales charge shall not exceed $15,000. Such direction shall, if the
Trustee is directed to sell a Security, identify the Security to be
sold and include instructions as to the execution of such sale. If a
Unitholder redeems Units prior to full payment of the deferred sales
charge, the Trustee shall, if so provided in the related Prospectus,
on the Redemption Date, withhold from the Redemption Price payable to
such Unitholder an amount equal to the unpaid portion of the deferred
sales charge and distribute such amount to the Deferred Sales Charge
Account. If the Trust is terminated for reasons other than that set
forth in Section 6.01(g)(ii), the Trustee shall, if so provided in the
related Prospectus, on the termination of the Trust, withhold from the
proceeds payable to Unitholders an amount equal to the unpaid portion
of the deferred sales charge and distribute such amount to the
Deferred Sales Charge Account. If the Trust is terminated pursuant to
Section 6.01(g)(ii), the Trustee shall not withhold from the proceeds
payable to Unitholders any amounts of unpaid deferred sales charges.
If pursuant to Section 5.02 hereof, the Depositor shall purchase a
Unit tendered for redemption prior to the payment in full of the
deferred sales charge due on the tendered Unit, the Depositor shall
pay to the Unitholder the amount specified under Section 5.02 less the
unpaid portion of the deferred sales charge. All advances made by the
Trustee pursuant to this Section shall be secured by a lien on the
Trust prior to the interest of the Unitholder."
(g) Notwithstanding the provision of Section 3.05 of the Standard
Terms and Conditions of Trust, the first Monthly Record Date shall be that
date set forth in the Prospectus.
(h) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Xxxxxx Data Corporation shall replace National
Financial Services Corporation as Evaluator.
(i) The second and third sentences of Section 4.03 of the Standard
Terms and Conditions of Trust are hereby deleted.
-3-
4
IN WITNESS WHEREOF, National Financial Services Corporation, Xxxxxx Data
Corporation and The Chase Manhattan Bank have each caused this Trust Agreement
to be executed and the respective corporate seal to be hereto affixed and
attested by authorized officers; all as of the day, month and year first above
written.
NATIONAL FINANCIAL SERVICES
CORPORATION, Depositor
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
Trustee
By /s/ Xxx Xxxxxxx
---------------------------------
XXXXXX DATA CORPORATION,
Evaluator
By /s/ Mario Buscami
---------------------------------
NATIONAL FINANCIAL SERVICES
CORPORATION, Portfolio
Supervisor
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
5
SCHEDULE A TO THE TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
FIDELITY DEFINED TRUSTS, SERIES 4
(Note: Incorporated herein and made a part hereof is the "Portfolio" as set
forth for each Trust in the Prospectus.)
