EXHIBIT 1.1
XXX XXXXXX FOCUS PORTFOLIOS,
TAXABLE INCOME SERIES 47
TRUST AGREEMENT
Dated: November 6, 2003
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The Bank of
New York, as Trustee, X.X. Xxxxx Co., Inc., as Evaluator, and 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 Insured
Income Trust, Effective for Unit Investment Trusts Established On and After May
24, 2001 (Including Xxx Xxxxxx Focus Portfolios Insured Income Trust, Series 80
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, Evaluator 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 Bonds listed in the Schedule hereto have been deposited in trust
under this Trust Agreement.
2. The term "Bonds" shall mean such of the interest bearing obligations,
including delivery statements relating to "when-issued" and/or
"regular way" contracts, if any, for the purchase of certain bonds and
certified or bank check or checks or Letter of Credit or Letters of
Credit sufficient in amount or availability required for such
purchase, deposited in irrevocable trust and listed in all Schedules
of the Trust Agreement or that are deposited in the Trust pursuant to
Section 2.01(b), and any obligations received in exchange,
substitution or replacement for such obligations pursuant to Sections
3.08 and 3.14 hereof, as may from time to time continue to be held as
a part of the Trust.
3. The term "Contract Bonds" shall mean Bonds which are to be acquired by
the Trust pursuant to purchase contracts which have been assigned to
or entered into by the Trustee.
4. The term "Deferred Sales Charge Payment Date" shall mean the Business
Day which is three (3) Business Days prior to the maturity date of
each of the Bonds set forth in the Schedule hereto.
5. The term "First Settlement Date" shall mean the date set forth in
footnote 4 under "Summary of Essential Financial Information" in the
Prospectus for the Trust.
6. The term "Initial Date of Deposit" shall mean the date of this Trust
Agreement. All references to the term "Date of Deposit" in the
Standard Terms and Conditions of Trust shall be replaced with "Initial
Date of Deposit".
7. The term "Insured Trust" shall mean a Trust which is comprised
entirely of Pre-Insured Bonds and/or Bonds as to which such Trust has
obtained Portfolio Insurance.
8. The term "Monthly Distribution Date" shall mean the "Distribution
Dates" set forth under "Summary of Essential Financial
Information--Estimated Interest Distributions--Monthly Distributions"
in the Prospectus for the Trust.
9. The term "Monthly Record Date" shall mean the "Record Dates" set forth
under "Summary of Essential Financial Information--Estimated Interest
Distributions--Monthly Distributions" in the Prospectus for the Trust.
10. The term "Percentage Ratio" shall mean the percentage relationship
existing immediately prior to the related additional deposit of Bonds
among the maturity value per Unit of each of the Bonds.
11. The term "Semi-Annual Distribution Date" shall mean the "Distribution
Dates" set forth under "Summary of Essential Financial
Information--Estimated Interest Distributions--Semi-Annual
Distributions" in the Prospectus for the Trust.
12. The term "Semi-Annual Record Date" shall mean the "Record Dates" set
forth under "Summary of Essential Financial Information--Estimated
Interest Distributions--Semi-Annual Distributions" in the Prospectus
for the Trust.
13. The term "Uninsured Trust" shall mean any Trust other than an Insured
Trust.
14. The term "Units" shall mean the fractional undivided interest in and
ownership of the Trust which shall be equal to a fraction, the
numerator of which is one and the denominator of which is initially
the amount set forth under "Summary of Essential Financial
Information-General Information_Initial number of Units" in the
Prospectus for the Trust and which shall be (a) increased by the
number of any additional Units issued pursuant to Section 2.03 and (b)
decreased by the number of any such Units redeemed as provided in
Section 6.02.
15. Section 2.01 of the Standard Terms and Conditions of Trust shall be
replaced by the following:
"Section 2.01. Deposit of Bonds. (a) The Depositor, on the date of the
Trust Agreement, has deposited with the Trustee in trust the Bonds listed in the
Schedules to the Trust Agreement in bearer form or duly endorsed in blank or
accompanied by all necessary instruments of assignment and transfer in proper
form or Contract Bonds relating to such Bonds to be held, managed and applied by
the Trustee as herein provided. The Depositor shall deliver the Bonds listed on
said Schedules which were not actually delivered concurrently with the execution
and delivery of the Trust Agreement and which were represented by Contract Bonds
to the Trustee within 10 calendar days after said execution and delivery (the
"Delivery Period"). If a contract to buy such Bonds between the Depositor and
seller is terminated by the seller thereof for any reason beyond the control of
the Depositor or if for any other reason the Bonds are not delivered to the
Trust by the end of the Delivery Period, the Trustee shall immediately draw on
the Letter of Credit, if any, in its entirety, apply the moneys in accordance
with Section 2.01(d), and the Depositor shall forthwith take the remedial action
specified in Section 3.14. If the Depositor does not take the action specified
in Section 3.14 within 10 calendar days of the end of the Delivery Period, the
Trustee shall forthwith take the action specified in Section 3.14.
(b) From time to time following the Initial Date of Deposit, the Depositor
is hereby authorized, in its discretion, to assign, convey to and deposit with
the Trustee (i) additional Bonds, duly endorsed in blank or accompanied by all
necessary instruments of assignment and transfer in proper form (or purchase
contracts relating to Contract Bonds), and/or (ii) cash (or a Letter of Credit
in lieu of cash) with instructions to purchase additional Bonds, in an amount
equal to the portion of the Unit Value of the Units created by such deposit
attributable to the Bonds to be purchased pursuant to such instructions.
Instructions to purchase additional Bonds shall be in writing, and shall specify
the name of the Bonds, CUSIP number, if any, aggregate principal amount, price
or price range and date to be purchased. When requested by the Trustee, the
Depositor shall act as broker or agent to execute purchases in accordance with
such instructions; the Depositor shall be entitled to compensation therefor in
accordance with applicable law and regulations. The Trustee shall have no
liability for any loss or depreciation resulting from any purchase made pursuant
to the Depositor's instructions or made by the Depositor as broker, except by
reason of its own negligence, lack of good faith or willful misconduct.
The Depositor, in each case, shall ensure that each deposit of
additional Bonds pursuant to this Section shall be, as nearly as is practicable,
in the identical ratio as the Percentage Ratio for such Bonds. The Depositor
shall deliver the additional Bonds which were not delivered concurrently with
the deposit of additional Bonds and which were represented by Contract Bonds
within 10 calendar days after such deposit of additional Bonds (the "Additional
Bond Delivery Period"). If a contract to buy such Bonds between the Depositor
and seller is terminated by the seller thereof for any reason beyond the control
of the Depositor or if for any other reason the Bonds are not delivered to the
Trust by the end of the Additional Bond Delivery Period for such deposit, the
Trustee shall immediately draw on the Letter of Credit, if any, in its entirety,
apply the moneys in accordance with Section 2.01(d), and the Depositor shall
forthwith take the remedial action specified in Section 3.14. If the Depositor
does not take the action specified in Section 3.14 within 10 calendar days of
the end of the Additional Bond Delivery Period, the Trustee shall forthwith take
the action specified in Section 3.14.
(c) In connection with the deposits described in Section 2.01 (a) and (b),
the Depositor has deposited, in the case of Section 2.01(a) deposits, and, prior
to the Trustee accepting a Section 2.01(b) deposit, will deposit, cash and/or
Letter(s) of Credit in an amount sufficient to purchase the Contract Bonds
relating to Bonds which are not actually delivered to the Trustee at the time of
such deposit. The terms of any Letter of Credit must unconditionally allow the
Trustee to draw on the full amount of the available Letter of Credit. The
Trustee may deposit such cash or cash drawn on the Letter of Credit in a
non-interest bearing account for a Trust.
(d) In the event that the purchase of Contract Bonds pursuant to any
contract shall not be consummated in accordance with said contract or if the
Bonds represented by Contract Bonds are not delivered to a Trust in accordance
with Section 2.01(a) or 2.01(b) and the moneys, or, if applicable, the moneys
drawn on the Letter of Credit, deposited by the Depositor are not utilized for
Section 3.14 purchases of Replacement Bonds, such funds, to the extent of the
purchase price of Failed Contract Bonds for which no Replacement Bonds were
acquired pursuant to Section 3.12, plus all amounts described in the next
succeeding sentence, shall be credited to the Principal Account and distributed
pursuant to Section 3.05 to Unitholders of record as of the Monthly Record Date
next following the failure of consummation of such purchase. The Depositor shall
cause to be refunded to each Unitholder his pro rata portion of the sales charge
levied on the sale of Units to such Unitholder attributable to such Failed
Contract Bond. Any amounts remaining from moneys drawn on the Letter of Credit
which are not used to purchase Replacement Bonds or are not used to provide
refunds to Unitholders shall be paid to the Depositor.
(e) The Trustee is hereby irrevocably authorized to effect registration or
transfer of the Bonds in fully registered form to the name of the Trustee or to
the name of its nominee or to hold the Bonds in a clearing agency registered
with the Securities and Exchange Commission or in a book entry system operated
by the Federal Reserve Board.
(f) Notwithstanding anything to the contrary herein, subject to the
requirements set forth in this Section 2.01(f) and unless the Prospectus
otherwise requires, the Depositor may, on any Business Day (the "Trade Date"),
subscribe for additional Units as follows:
(i) Prior to the Evaluation Time on such Business Day, the Depositor shall
provide notice (the "Subscription Notice") to the Trustee, by
telephone or by written communication, of the Depositor's intention to
subscribe for additional Units. The Subscription Notice shall identify
the additional Bonds to be acquired (unless such additional Bonds are
a precise replication of the then existing portfolio) and shall either
(a) specify the quantity of additional Bonds to be deposited by the
Depositor on the settlement date for such subscription or (b) instruct
the Trustee to purchase additional Bonds with an aggregate value as
specified in the Subscription Notice.
(ii) Promptly following the Evaluation Time on such Business Day, the
Depositor shall verify with the Trustee the number of additional Units
to be created.
(iii) Not later than the time on the settlement date for such subscription
when the Trustee is to deliver or assign the additional Units created
hereby, the Depositor shall deposit with the Trustee (a) any
additional Bonds specified in the Subscription Notice (or contracts to
purchase such additional Bonds together with cash or a Letter of
Credit in the amount necessary to settle such contracts) or (b) cash
or a Letter of Credit in an amount equal to the aggregate value of the
additional Bonds specified in the Subscription Notice, and adding and
subtracting the amounts specified in Section 6.01, computed as of the
Evaluation Time on the Business Day preceding the Trade Date divided
by the number of Units outstanding as of the Evaluation Time on the
Business Day preceding the Trade Date, times the number of additional
Units to be created.
(iv) On the settlement date for such subscription, the Trustee shall, in
exchange for the Bonds and cash or Letter of Credit described above,
deliver to, or assign in the name of or on the order of, the Depositor
the number of Units verified by the Depositor with the Trustee."
16. The aggregate number of Units described in Section 2.03(a) for the
Trust is that number of Units set forth under "Summary of Essential
Financial Information--General Information--Initial number of Units"
in the Prospectus for the Trust.
17. Section 2.03(a) of the Standard Terms and Conditions of Trust shall be
amended by adding the following at the end of such Section:
"The Trustee hereby agrees that on the date of any deposit of additional
Bonds pursuant to Section 2.01(b) it shall acknowledge that the additional Bonds
identified therein have been deposited with it by recording on its books the
ownership, by the Depositor or such other person or persons as may be indicated
by the Depositor, of the aggregate number of Units to be issued in respect of
such additional Bonds so deposited, and shall, if so requested, execute a
Certificate or Certificates substantially in the form above recited representing
the ownership of an aggregate number of those Units."
18. Section 2.06 shall not apply to any Uninsured Trust.
19. Section 3.03 of the Standard Terms and Conditions of Trust shall be
replaced by the following:
"Section 3.03. Principal Account. (a) The Bonds in each Trust and all
moneys other than amounts credited to the Interest Account, received by the
Trustee in respect of the Bonds in each Trust, including insurance payments
thereon, if any, shall be credited to a separate account for each Trust to be
known as the "Principal Account" (except for moneys held for purchase of
Contract Bonds pursuant to Section 2.01, which shall be separately held in trust
in the Principal Account by the Trustee for such purpose except as provided in
Section 2.01(d)).
(b) Moneys in the Principal Account available for reinvestment pursuant to
Section 3.14 are deemed to be held specifically by the Trustee for distribution
by the Trustee in accordance with this Indenture following notification that
such moneys shall not be reinvested pursuant to Section 3.14.
(c) The Trustee shall give prompt written notice to the Depositor and the
Evaluator of all amounts credited to or withdrawn from a Principal Account and
the balance in such Principal Account after giving effect to such credit or
withdrawal."
20. Section 3.05 of the Standard Terms and Conditions of Trust shall be
amended by replacing the tenth complete paragraph of such Section with
the following:
"Distributions of amounts represented by the cash balance in the Principal
Account for a Trust shall be computed as of each Semi-Annual Record Date of each
year, provided, however, that for this purpose the cash balance of the Principal
Account shall not include amounts permitted to be reinvested in Reinvestment
Bonds pursuant to Section 3.14 until the Depositor otherwise notifies the
Trustee in writing. On each such Semi-Annual Distribution Date, or within a
reasonable period of time thereafter, the Trustee shall distribute by mail to
each Unitholder of record of such Trust at the close of business on the
preceding Semi-Annual Record Date at his post office address such Unitholder's
pro rata share of the cash balance of the Principal Account as thus computed.
The Trustee shall not be required to make a distribution from the Principal
Account unless the cash balance on deposit therein available for distribution
shall be sufficient to distribute at least $0.001 per Unit. However, should the
amount available for distribution in the Principal Account equal or exceed $0.01
per Unit, the Trustee will make a special distribution from the Principal
Account on the next Monthly Distribution Date to Unitholders of record on the
preceding Monthly Record Date."
21. Section 3.06(B)(2) of the Standard Terms and Conditions of Trust shall
be replaced with the following:
"(2) the amount paid for purchases of Replacement Bonds or Reinvestment
Bonds pursuant to Section 3.14 and for redemptions pursuant to Section 6.02,"
22. Section 3.07(h) of the Standard Terms and Conditions of Trust shall be
replaced with the following:
"(h) that as of any Monthly or Semi-Annual Record Date any of the Bonds are
scheduled to be redeemed and paid prior to the next succeeding Monthly
Distribution Date; provided, however, that as the result of such redemption the
Trustee will receive funds in an amount sufficient to enable the Trustee to
include in the next distribution from the Principal Account at least $0.001 per
Unit; or
(i) if the Trust has elected to be taxed as a "regulated investment
company" as defined in the United States Internal Revenue Code of 1986, as
amended, that such sale is necessary or advisable (i) to maintain the
qualification of the Trust as a regulated investment company or (ii) to provide
funds to make any distribution for a taxable year in order to avoid imposition
of any excise taxes on the Trust."
23. Section 3.14 of the Standard Terms and Conditions of Trust shall be
replaced with the following:
"Section 3.14. Limited Replacement of Failed Contract Bonds; Reinvestment
Bonds. (a) If any contract in respect of Contract Bonds other than a contract to
purchase a Replacement Bond, including those purchased on a when, as and if
issued basis, shall have failed due to any occurrence, act or event beyond the
control of the Depositor or the Trustee (such Contract Bonds being herein called
the "Failed Contract Bonds"), the Depositor shall notify the Trustee (such
notice being herein called the "Failed Contract Notice") of its inability to
deliver the Failed Contract Bond to the Trustee after it is notified that the
Failed Contract Bond will not be delivered by the seller thereof to the
Depositor. Prior to, or simultaneously with, giving the Trustee the Failed
Contract Notice, or within a maximum of twenty days after giving such Failed
Contract Notice (such twenty day period being herein called the "Purchase
Period"), the Depositor shall, if possible, purchase or enter into the contract
to purchase an obligation to be held as a Bond hereunder (herein called a
"Replacement Bond") as part of the appropriate Trust in replacement of the
Failed Contract Bond, subject to the satisfaction of all of the following
conditions in the case of each purchase or contract to purchase:
(i) The Replacement Bonds (a) shall be bonds, debentures, notes or other
straight debt obligations (whether secured or unsecured and whether
senior or subordinated) without equity or other conversion features,
with fixed maturity dates substantially the same as those of the
Failed Contract Bonds, having no warrants or subscription privileges
attached; (b) shall be payable in United States currency; (c) shall
not be "when, as and if issued" obligations or restricted securities;
(d) shall be issued after July 18, 1984 if interest thereon is United
States source income; (e) shall be issued or guaranteed by an issuer
subject to or exempt from the reporting requirements under Section 13
or 15(d) of the Securities Exchange Act of 1934 (or similar provisions
of law) or in effect guaranteed, directly or indirectly, by means by
of a lease agreement, agreement to buy securities, services or
products, or other similar commitment of the credit of such an issuer
to the payment of the Replacement Bonds; and (f) shall not cause the
Units of the related Trust to cease to be rated "AAA" by Standard &
Poor's, a division of The XxXxxx-Xxxx Companies, Inc.
(ii) The purchase price of the Replacement Bonds (exclusive of accrued
interest) shall not exceed the principal attributable to the Failed
Contract Bonds.
(iii) Each Replacement Bond is a Pre-Insured Bond or is acceptable to the
Portfolio Insurer to be included under the respective Trust's
Portfolio Insurance and will be so included upon acquisition by the
Trust.
(iv) The Depositor shall furnish a notice to the Trustee (which may be part
of the Failed Contract Notice) in respect of the Replacement Bond
purchased or to be purchased that shall (a) identify the Replacement
Bonds, (b) state that the contract to purchase, if any, entered into
by the Depositor is satisfactory in form and substance, and (c) state
that the foregoing conditions of clauses (i) through (iv) have been
satisfied with respect to the Replacement Bonds.
Notwithstanding anything to the contrary in this Section 3.14, no
substitution of Replacement Bonds will be made without an opinion of counsel
that such substitution will not adversely affect the federal income tax status
of the related Trust, if such Replacement Bonds when added to all previously
purchased Replacement Bonds in the related Trust exceed 15% of the principal
amount of Bonds initially deposited in the related Trust.
Upon satisfaction of the foregoing conditions with respect to any
Replacement Bond, the Depositor shall pay the purchase price for the Replacement
Bond from its own resources or, if the Trustee has credited any moneys and/or
Letters of Credit attributable to the Failed Contract Bond to the Principal
Account of the related Trust, the Trustee shall pay the purchase price of the
Replacement Bond upon directions from the Depositor from the moneys and/or
Letters of Credit so credited to such Principal Account. If the Depositor has
paid the purchase price, and, in addition, the Trustee has credited moneys of
the Depositor to the Principal Account of the related Trust, the Trustee shall
forthwith return to the Depositor the portion of such moneys that is not
properly distributable to Unitholders of such Trust pursuant to Section 3.05.
Whenever a Replacement Bond is acquired by the Depositor pursuant to the
provisions of this Section 3.14, the Trustee shall, within five days thereafter,
mail to all Unitholders of such Trust notices of such acquisition, including an
identification of the Failed Contract Bonds and the Replacement Bonds acquired.
The purchase price of the Replacement Bonds shall be paid out of the principal
attributable to the Failed Contract Bonds. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any
purchase made pursuant to any such directions and in the absence of such
directions the Trustee shall have no duty to purchase any Replacement Bonds
under this Indenture. The Depositor shall not be liable for any failure to
instruct the Trustee to purchase any Replacement Bonds or for errors of judgment
in respect of this Section 3.14; provided, however, that this provision shall
not protect the Depositor against any liability to which it would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.
(b) Provided that (i) the Trust has elected to be taxed as a "regulated
investment company" as defined in the United States Internal Revenue Code of
1986, as amended, and (ii) the Prospectus for the Trust specifies that the
reinvestment of principal is permitted, then from the Initial Date of Deposit
for such Trust until such time as is provided in the Prospectus for such Trust
or until such time as the Depositor notifies the Trustee in writing that such
action is impractical (the "Reinvestment Period" ), the Trustee shall, under the
terms described in the Prospectus and as directed by the Depositor, enter into
contracts (which the Depositor shall have approved as satisfactory in form and
substance) to purchase obligations to be held as Bonds hereunder as part of such
Trust (the "Reinvestment Bonds" ) and shall pay for the same with the moneys
held in the Principal Account representing the payment or prepayment of
principal on the underlying Bonds to the extent that such proceeds are not
required for the purpose of redemption of Units or other charges to the
Principal Account then pending. In giving such direction, the Depositor shall
determine that the Reinvestment Bonds to be acquired pursuant to such contracts
are substantially similar to the Bonds upon which the principal used to purchase
such Reinvestment Bonds was received.
The Trustee may purchase the Reinvestment Bonds for deposit in a Trust
directly from market makers in such Bonds or may retain the Depositor or other
brokers to purchase the Reinvestment Bonds and pay them usual and customary
brokerage commissions for such transactions. Funds remaining in the Principal
Account subsequent to a purchase of Reinvestment Bonds will remain in such
Account until such time as they can be invested into additional Reinvestment
Bonds except as provided herein. During the Reinvestment Period, amounts in the
Principal Account which the Depositor determines and so notifies the Trustee in
writing or via facsimile are (i) unable to be invested into Reinvestment Bonds
or (ii) are required to be distributed for regulated investment company federal
income tax purposes shall be distributed on the next Monthly Distribution Date
to Unitholders of record on the related Monthly Record Date.
If prior to the scheduled termination of the Reinvestment Period the
Depositor determines that the reinvestment of cash from the Principal Account
into Reinvestment Bonds is no longer be practical, the Depositor shall notify
the Trustee in writing that the Reinvestment Period is terminated. Upon
termination of the Reinvestment Period, unreinvested amounts remaining in the
Principal Account and amounts subsequently credited to the Principal Account
shall be distributed in accordance with Section 3.05.
(c) The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any purchase made pursuant to any
direction of the Depositor provided in this Section 3.14, and in the absence of
such direction the Trustee shall have no duty to make any purchase. The
Depositor shall not be liable for errors of judgment in respect of this Section
3.14; provided, however, that this provision shall not protect the Depositor
against any liability to which it would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder."
24. Section 3.15 of the Standard Terms and Conditions of Trust shall be
amended by replacing the reference to "$0.15" with "$0.00015".
25. Section 4.01 of the Standard Terms and Conditions of Trust shall not
apply to the Trust.
26. Section 7.01(g) of the Standard Terms and Conditions of Trust shall be
amended by replacing the reference to "20%" with "40%".
27. The Trustee's annual compensation as set forth under Section 7.04, for
each distribution plan shall be that amount set forth under the
section entitled "Fee Table--Estimated Annual Expenses--Trustee's fee"
in the Prospectus for the Trust.
28. Section 9.01 of the Standard Terms and Conditions of Trust shall be
replaced with the following:
"Section 9.01. Amendments. (a) This Indenture may be amended from time to
time by the Depositor and Trustee hereto or their respective successors, without
the consent of any of the Unitholders (i) to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision contained herein, (ii) to make such other provision
regarding matters or questions arising hereunder as shall not adversely affect
the interests of the Unitholders or (iii) to make such amendments as may be
necessary for the Trust to continue to qualify as a regulated investment company
for federal income tax purposes under the United States Internal Revenue Code of
1986, as amended. This Indenture may not be amended, however, without the
consent of all Unitholders then outstanding, so as (1) to permit, except in
accordance with the terms and conditions hereof, the acquisition hereunder of
any Bonds other than those specified in the Schedules to the Trust Agreement or
(2) to reduce the aforesaid percentage of Units the holders of which are
required to consent to certain of such amendments. This Indenture may not be
amended so as to reduce the interest in a Trust represented by Units (whether
evidenced by Certificates or held in uncertificated form) without the consent of
all affected Unitholders.
(b) Except for the amendments, changes or modifications as provided in
Section 9.01(a) hereof, neither the parties hereto nor their respective
successors shall consent to any other amendment, change or modification of this
Indenture without the giving of notice and the obtaining of the approval or
consent of Unitholders representing at least 51% of the Units then outstanding
of the affected Trust. Nothing contained in this Section 9.01(b) shall permit,
or be construed as permitting, a reduction of the aggregate percentage of Units
the holders of which are required to consent to any amendment, change or
modification of this Indenture without the consent of the Unitholders of all of
the Units then outstanding of the affected Trust and in no event may any
amendment be made which would (1) alter the rights to the Unitholders as against
each other, (2) provide the Trustee with the power to engage in business or
investment activities other than as specifically provided in this Indenture or
(3) adversely affect the tax status of the Trust for federal income tax
purposes.
(c) Promptly after the execution of any such amendment the Trustee shall
furnish written notification to all then outstanding Unitholders of the
substance of such amendment."
29. Section 9.02 of the Standard Terms and Conditions of Trust shall be
amended by replacing the reference to "51%" with "66 2/3%".
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
-------------------------------------------
Assistant Treasurer
X.X. XXXXX CO., INC.
By /s/ Xxxxx X. Xxxxxx
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Vice President
THE BANK OF NEW YORK
By /s/ Xxxxxxx Xxxxxxx
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Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX FOCUS PORTFOLIOS, TAXABLE INCOME SERIES 47
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus for the Trust.]
