Exhibit 1.1(B)
Everen Unit investment Trust Series 38
(Insured National Series)
TRUST AGREEMENT
This Trust Agreement dated as of October 5, 1995 between Everen Unit
Investment Trusts, a service of Everen Securities, Inc., as Depositor, and
Investors Fiduciary Trust Company, as Trustee, sets forth certain provisions in
full and incorporates other provisions by reference to the document entitled
"Xxxxxx Defined Funds Series 13 and Subsequent Series, Standard Terms and
Conditions of Trust, Effective February 17, 1994" (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.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the 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
this instrument.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The interest-bearing tax-exempt obligations listed in the Schedules
hereto have been deposited in trust under this Trust Agreement as indicated
in the Trust named on the attached Schedules.
(b) For the purposes of the definition of the terms "Depositor" and
"Evaluator" in Article I, it is hereby specified that such term shall mean
Everen Unit Investment Trusts, a service of Everen Securities, Inc. or its
successors or any successor Depositor appointed.
(c) For the purposes of the definition of the term "Unit" in Article I,
it is hereby specified that the fractional undivided interest in and
ownership of the
Trust is the amount set forth in the section captioned "Essential
Information" in the final Prospectus of the Trust (the "Prospectus")
contained in Amendment No. 1 to the Trust's Registration Statement
(Registration No. 33-62735) as filed with the Securities and Exchange
Commission on October 5, 1995.
(d) For purposes of the definition of the term "Fund" in Article I, it
is hereby specified that such term shall mean the term "Trust" as defined
on page 6 of the Prospectus.
(e) For purposes of the definition of the term "Trust Fund" in Article
I, it is hereby specified that such term shall include the definition of
the term "Trust Fund" as set forth on page 6 of the Prospectus and
specifically shall include Insured National Series 17.
(f) The term "Record Date" shall mean the "Record Dates" set forth
under "Unitholders - Distributions to Unitholders" of the Prospectus.
(g) The terms "Interest Distribution Date" and "Principal Distribution
Date" shall mean the "Interest Distribution Dates" and "Principal
Distribution Dates" set forth under "Unitholders - Distributions to
Unitholders" in the Prospectus.
(h) The number of Units of the Trust referred to in Section 2.01 is as
set forth in the section captioned "Essential Information" in the
Prospectus.
(i) As contemplated by Section 3.04, an initial distribution for the
Trust will be made on the Distribution Date and in the amount set forth in
the section captioned "Unitholders - Distributions to Unitholders" in the
Prospectus to all holders of record on the Record Date set forth
thereunder. Thereafter, the amounts distributed shall be calculated in the
manner set forth in Section 3.04.
(j) For the purposes of Section 4.03, the Evaluator shall receive for
evaluation of the Bonds in the Trust a fee, payable monthly, calculated on
the basis of an annual rate of $.30 per $1,000 principal amount of Bonds,
based upon the largest aggregate principal amount of Bonds in the Trust at
any time during such monthly period.
(k) For the purposes of Section 3.13, the Depositor shall receive for
portfolio surveillance services a fee calculated on the basis of an annual
rate of $.20 per $1,000 principal amount of Bonds, based upon the largest
aggregate principal amount of Bonds in the Trust at any time during such
monthly period.
(l) For the purposes of Section 8.01(g), the liquidation amount is
hereby specified as the amount set forth under "Essential Information -
Minimum
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Value of Trust under which Trust Agreement may be Terminated" in the
Prospectus.
(m) For the purposes of Section 8.05, with the exception of the first
year, the compensation for the Trustee is hereby specified as the amount
set forth under "Essential Information". During the first year, the Trustee
has agreed to lower its fee and to the extent necessary assume and pay out
of its own funds expenses of the Trust by the amount set forth under
"Essential Information" in the Prospectus.
(n) Any monies held to purchase "when-issued" bonds will be held in
non-interest bearing accounts.
(o) The term First Settlement Date" shall mean the "First Settlement
Date" set forth under the section captioned "Essential Information" in the
Prospectus.
(p) The fourth sentence of Section 8.06(a) is hereby eliminated and the
last sentence of such Section shall be restated as follows:
The Depositor may at any time remove the Trustee, with or without
cause, and appoint a successor Trustee by written instrument or
instruments delivered to the Trustee so removed and the successor
Trustee, provided that a notice of such removal and appointment of a
successor Trustee shall be mailed by the successor Trustee promptly
after acceptance of such appointment to each Unitholder then or
record.
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed.
EVEREN UNIT INVESTMENT TRUSTS
a service of Everen Securities, Inc.,
Depositor
By Xxxxxx X. Xxxxx
-------------------------------------
Senior Vice President
INVESTORS FIDUCIARY TRUST
COMPANY, Trustee
By Xxx Xxxxx
--------------------------------------
Operations Officer
SCHEDULE A
Bonds Initially Deposited
Everen Unit Investment Trusts Series 38
(Insured National Series)
(Note: Incorporated herein and made a part hereof is the "Portfolio" as set
forth in the Prospectus.)
