EXHIBIT 1.1
XXXXXX UNIT INVESTMENT TRUSTS
SERIES 64
TRUST AGREEMENT
Dated: January 20, 1998
This Trust Agreement between Xxxxxx & Associates, Inc., as Depositor, and
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 The Kansas Tax-Exempt Trust, Series 44 and
Subsequent Series, Effective August 15, 1991" (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 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
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 defined in Section 1.01(1) listed in Schedule A hereto
have been deposited in trust under this Trust Agreement.
(b) The fractional undivided interest in and ownership of the Trust
represented by each unit is the amount set forth under "Summary of
Essential Financial Information - Fractional Undivided Interest in the
Trust per Unit" in the Prospectus.
(c) The First General Record Date shall be the record date for the
Interest Account and the amount set forth under "Distributions" on page 2
of the Prospectus.
(d) The First Settlement Date shall be the date set forth under
"Summary of Essential Financial Information - First Settlement Date" in the
Prospectus.
(e) The second sentence of Section 4.03 of the Standard Terms and
Conditions of Trust is hereby revised as follows:
"Such compensation initially shall be that amount set forth under
'Summary of Essential Financial Information' in the Prospectus."
(f) The second sentence of Section 6.04 of the Standard Terms and
Conditions of Trust is hereby revised as follows:
"Such compensation initially shall be that amount set forth under
'Summary of Essential Financial Information' in the Prospectus and may be
periodically adjusted in response to fluctuations in short-term interest
rates (reflecting the cost to the Trustee of advancing funds to the Trust
to meet scheduled distributions)."
(g) Section 6.06 is hereby revised to require Trustee aggregate
capital, surplus, and undivided profits of not less than $500,000 rather
than $5,000,000.
(h) Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust, the Trustee for the Trust shall be the Bank of New
York and any notice, demand or instruction to be given to the Trustee shall
be directed to the Trustee at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Unit Investment Trust Division.
(i) Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust, all laws or rules of construction of the state of
New York shall govern the rights of the parties to this Trust Agreement and
the Unitholders and the interpretation of the provisions hereof.
-2-
IN WITNESS THEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.
XXXXXX & ASSOCIATES, INC., Depositor
By /s/ XXXXX X. XXXXXXXXX
----------------------------------
President and Director
BANK OF NEW YORK, Trustee
By /s/ XXX XXXXXX
----------------------------------
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXXXXX UNIT INVESTMENT TRUSTS, SERIES 64
(Note: Incorporated herein and made a part hereof is the "Trust
Portfolio" as set forth in the Prospectus.)
