EXHIBIT 1.1
XXXXXX UNIT INVESTMENT TRUSTS, SERIES 65
TRUST AGREEMENT
Dated: February 18, 1998
This Trust Agreement between Xxxxxx & Associates, Inc., as Depositor and
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 Bond Trusts Sponsored by Xxxxxx &
Associates, Inc, Effective: February 14, 1997" (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 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:
(a) The Bonds, as defined in Section 1.01(4) and listed in Schedule A
hereto, have been deposited in trust under this Trust Agreement.
(b) The fractional undivided interest in and ownership of each Trust
represented by each Unit is the amount set forth under "Essential
Information-Fractional Undivided Interest per Unit" in the Prospectus.
(c) The number of Units in each Trust is that amount set forth under
"Essential Information-Number of Units" in the Prospectus.
-2-
(d) The amount of the second distribution of funds from the Interest
Account shall be that amount set forth under "Essential
Information-Interest Payments-First Payment per Unit" for each Trust in the
Prospectus.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed.
XXXXXX & ASSOCIATES, INC.,
Depositor and Evaluator
By /s/ XXXXX X. XXXXXXXXX
___________________________
President
THE BANK OF NEW YORK,
Trustee
By /s/ XXXXXXX XXXXXXXX
___________________________
Vice President
SCHEDULE A
BONDS INITIALLY DEPOSITED
XXXXXX UNIT INVESTMENT TRUSTS, SERIES 65
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus for each Trust.)