Exhibit 1.1
XXX XXXXXX UNIT TRUSTS, SERIES 464
TRUST AGREEMENT
Dated: October 13, 2004
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The Bank of
New York, as Trustee and Xxxxxx X. Xxxxx & Co., L.P., as Supervisor, 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 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:
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 the 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. Section 1.01(5) is replaced in its entirety by the following:
"(5) "Business Day" shall mean any day on which the New York
Stock Exchange is open for regular trading."
5. 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.
6. 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.
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 1.01(3) of Standard Terms and Conditions of Trust is hereby
replaced with the following:
"(3) the term "Supervisor" shall mean Xxxxxx X. Xxxxx & Co.,
L.P. and its successors in interest, or any successor portfolio supervisor as
hereinafter provided."
10. Sections 5.01(b) and (c) are replaced in their entirety by the
following:
"(b) During the initial offering period of a Trust (as
determined by the Depositor), the Evaluation for each Security shall be
made in the following manner: (i) with respect to Securities for which
market quotations are readily available, such Evaluation shall be made
on the basis of the market value of such Securities; and (ii) with
respect to other Securities, such Evaluation shall be made on the basis
of the fair value of such Securities as determined in good faith by the
Trustee. If the Securities are listed on a national or foreign
securities exchange or traded on the Nasdaq Stock Market, Inc. and
market quotations of such Securities are readily available, the market
value of such Securities shall generally be based on the last available
closing sale price on or immediately prior to the Evaluation Time on
the exchange or market which is the principal market therefor, which
shall be deemed to be the New York Stock Exchange if the Securities are
listed thereon. In the case of Zero Coupon Obligations, such Evaluation
shall be made on the basis of current offer side prices for the Zero
Coupon Obligations as obtained from investment dealers or brokers who
customarily deal in securities comparable to those held by the Trust
and, if offer side prices are not available for the Zero Coupon
Obligations, on the basis of offer side price for comparable
securities, by determining the valuation of the Zero Coupon Obligations
on the offer side of the market by appraisal or by any combination of
the above. If the Trust holds Securities denominated in a currency
other than U.S. dollars, the Evaluation of such Security shall be
converted to U.S. dollars based on current offering side exchange rates
(unless the Trustee deems such prices inappropriate as a basis for
valuation). For each Evaluation, the Trustee shall also confirm and
furnish to the Depositor the calculation of the Trust Evaluation to be
computed pursuant to Section 6.01.
(c) After the initial offering period of Units of a Trust (as
determined by the Depositor), Evaluation of the Securities shall be
made in the manner described in Section 5.01(b) on the basis of current
bid side prices for Zero Coupon Obligations and the bid side value of
any relevant currency exchange rate expressed in U.S. dollars."
11. The second sentence of Section 7.01(e)(2)(E) shall be replaced in
its entirety by "Such Prospectus shall also contain disclosure concerning the
Depositor's responsibilities described in (D) above."
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/ XXXX X. XXXXXXX
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Executive Director
XXXXXX X. XXXXX & CO., L.P.
By /s/ XXXX XXXXXX
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Principal
THE BANK OF NEW YORK
By /s/ XXXXXXX X'XXXXX
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Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX UNIT TRUSTS, SERIES 464
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
