Exhibit 1.1
XXX XXXXXX FOCUS PORTFOLIOS, SERIES 418
TRUST AGREEMENT
Dated: December 3, 2003
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The Bank of
New York, as Trustee, Xxx Xxxxxx Investment Advisory Corp., 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 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. With respect to Strategic Small-Cap Portfolio 2004-1, the term
"Deferred Sales Charge Payment Date" shall mean May 10, 2004 and the
tenth day of each month thereafter through September 10, 2004. With
respect to Internet Portfolio, Series 37, the term "Deferred Sales
Charge Payment Date" shall mean May 10, 2004 and the tenth day of each
month thereafter through September 10, 2004 with respect to the amount
designated "Deferred sales charge in first year" in the "Fee Table" in
the Prospectus and May 10, 2005 and the tenth day of each month
thereafter through July 10, 2005 with respect to the amount designated
"Deferred sales charge in second year" in the "Fee Table" 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 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 "Classic CUSIP" number 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 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/ XXXXXXXX XXXXXXXXXX
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Executive Director
XXX XXXXXX INVESTMENT ADVISORY CORP.
By /s/ XXXXXXXX XXXXXXXXXX
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Assistant Treasurer
THE BANK OF NEW YORK
By /s/ XXXXXXX X'XXXXX
----------------------------------------
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX FOCUS PORTFOLIOS, SERIES 418
[Incorporated herein by this reference and made a part hereof is each
"Portfolio" schedule as set forth in the Prospectus.]
