EXHIBIT 1.1
XXX XXXXXX UNIT TRUSTS,
TAXABLE INCOME SERIES 127
TRUST AGREEMENT
Dated: January 26, 2012
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The Bank of
New York Mellon, as Trustee, Standard & Poor's Securities Evaluations, Inc., as
Evaluator, and Invesco Investment Advisers LLC, 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 fractional undivided interest in and ownership of each Trust
represented by each Unit thereof is a fractional amount, the numerator of which
is one and the denominator of which is the amount set forth under "Summary of
Essential Financial Information-General Information-Number of Units" in the
Prospectus for each Trust.
3. The aggregate number of Units described in Section 2.03(a) for each Trust
is that number of Units set forth under "Summary of Essential Financial
Information--General Information--Number Of Units" in the Prospectus for each
Trust.
4. The term "First Settlement Date" shall mean the date set forth in footnote
3 under "Summary of Essential Financial Information" in the Prospectus for each
Trust.
5. The term "Monthly Distribution Date" shall mean the "Distribution Dates"
set forth under "Summary of Essential Financial Information--Estimated
Distributions" in the Prospectus for each Trust.
6. The term "Monthly Record Date" shall mean the "Record Dates" set forth
under "Summary of Essential Financial Information--Estimated Distributions" in
the Prospectus for each Trust.
7. The definition and all references to the term "Semi-Annual Distribution
Date" in the Standard Terms and Conditions of Trust are hereby deleted.
8. The definition and all references to the term "Semi-Annual Record Date" in
the Standard Terms and Conditions of Trust are hereby deleted.
9. The term "Evaluator" shall mean Standard & Poor's Securities Evaluations,
Inc. and its successors in interest, or any successor evaluator appointed as
provided in the Standard Terms and Conditions of Trust.
10. The term "Eligible Foreign Custodian" shall have the meaning assigned to
it in Rule 17f-5 under the Investment Company Act of 1940 (17 CFR ss.
270.17f-5), as now in effect or as such rule may be amended in the future.
11. The term "Eligible Securities Depository" shall have the meaning assigned
to it in Rule 17f-7 under the Investment Company Act of 1940 (17 CFR ss.
270.17f-7), as now in effect or as such rule may be amended in the future.
12. The term "Foreign Custody Manager" shall have the meaning assigned to it
in Rule 17f-5 under the Investment Company Act of 1940 (17 CFR ss. 270.17f-5),
as now in effect or as such rule may be amended in the future.
13. 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.
14. The term "Supervisor" shall mean Invesco Investment Advisers LLC and its
successors in interest or any successor supervisor appointed as provided in the
Standard Terms and Conditions of Trust.
15. The term "Trustee" shall mean The Bank of New York Mellon and its
successors in interest or any successor trustee appointed as provided in the
Standard Terms and Conditions of Trust.
16. The term "Uninsured Trust" shall mean any Trust other than an Insured
Trust.
17. Notwithstanding any references to the term "Certificate" in the Standard
Terms and Conditions of Trust, all ownership of Units will be evidenced solely
in book-entry form, and will not be evidenced by certificates. Accordingly, the
definition and all references to the term "Certificate" in the Standard Terms
and Conditions of Trust, including but not limited to the form of "Certificate
of Ownership", Section 2.05 and Section 6.04 are hereby deleted in their
entirety to reflect Unit ownership solely in book-entry form.
18. Section 2.01 is amended by adding the following to the end of the
section:
"If any Contract Bond requires settlement in a foreign currency, in
connection with the deposit of such Contract Bond the Depositor will deposit
with the Trustee either an amount of such currency sufficient to settle the
contract or a foreign exchange contract in such amount which settles
concurrently with the settlement of the Contract Bond and cash or a Letter of
Credit in U.S. dollars sufficient to perform such foreign exchange contract.
The Trustee is hereby irrevocably authorized to effect registration or
transfer of the Securities in fully registered form to the name of the Trustee
or to the name of its nominee or to hold the Securities in a clearing agency
registered with the Securities and Exchange Commission, in a book entry system
operated by the Federal Reserve Board, with an Eligible Foreign Custodian or in
an Eligible Securities Depository."
19. Section 2.03(b) of the Standard Terms and Conditions of Trust shall be
replaced in its entirety by the following:
"Units shall be held solely in uncertificated form evidenced by appropriate
notation in the registration books of the Trustee, and no Unitholder shall be
entitled to the issuance of a Certificate evidencing the Units owned by such
Unitholder. The only permitted registered holders of Units shall be through the
Depository Trust Company (or its nominee, Cede & Co.); consequently, individuals
must hold their Units through an entity which is a participant in Depository
Trust Company."
20. Section 2.06 shall not apply to any Uninsured Trust.
21. The first ten paragraphs of Section 3.05 of the Standard Terms and
Conditions of Trust shall be replaced in their entirety with the following:
"Section 3.05. Distributions. The Trustee, as of the First Settlement Date,
shall advance from its own funds and shall pay to the Unitholders of each Trust
then of record the amount of interest accrued on the Bonds deposited in such
Trust. The Trustee shall be entitled to reimbursement for such advancement from
interest received by the respective Trust before any further distributions shall
be made from the Interest Account to Unitholders of such Trust. The Trustee
shall also advance from its own funds and pay the appropriate persons the
Trustee Advance, which amount represents interest which accrues on any "when, as
and if issued" Bonds deposited in a Trust from the First Settlement Date to the
respective dates of delivery to the Trust of any of such Bonds. Subsequent
distributions shall be made as hereinafter provided.
Subsequent distributions of funds from the Interest Account of a Trust shall
be made on the Monthly Record Dates of a Trust as described herein.
As of each Monthly Record Date, the Trustee shall, with respect to each
Trust:
(a) deduct from the Interest Account or, to the extent funds are not
available in such Account, from the Principal Account and pay to itself
individually the amounts that it is at the time entitled to receive pursuant to
Section 7.04;
(b) deduct from the Interest Account, or, to the extent funds are not
available in such Account, from the Principal Account and pay to the Evaluator
the amount that it is at the time entitled to receive pursuant to Section 5.03;
(c) deduct from the Interest Account, or, to the extent funds are not
available in such Account, from the Principal Account and pay to any Portfolio
Insurer the amount of any premium to which it is at the time entitled to receive
pursuant to Section 2.06;
(d) deduct from the Interest Account, or to the extent funds are not
available in such Account, from the Principal Account and pay to the Depositor
the amount that it is entitled to receive pursuant to Section 3.15;
(e) deduct from the Interest Account, or to the extent funds are not
available in such Account, from the Principal Account and pay to the Supervisor
the amount that it is entitled to receive pursuant to Section 4.01; and
(f) deduct from the Interest Account, or, to the extent funds are not
available in such Account, from the Principal Account and pay to counsel, as
hereinafter provided for, an amount equal to unpaid fees and expenses, if any,
of such bond counsel pursuant to Section 3.09 as certified to by the Depositor.
(g) Notwithstanding any of the previous provisions, if a Trust has elected to
be taxed as a regulated investment company under the United States Internal
Revenue Code of 1986, as amended, the Trustee is directed to make any
distribution or take any action necessary in order to maintain the qualification
of the Trust as a regulated investment company for federal income tax purposes
or to provide funds to make any distribution for a taxable year in order to
avoid imposition of any income or excise taxes on the Trust or on undistributed
income in the Trust.
On or shortly after each Monthly Distribution Date for a Trust, the Trustee
shall distribute by mail to or upon the order of each Unitholder of record of
such Trust as of the close of business on the preceding Monthly Record Date at
the post office address appearing on the registration books of the Trustee such
Unitholder's pro rata share of the balance of the Interest Account calculated as
of the Monthly Record Date on the basis of one-twelfth of the estimated annual
interest income to such Trust for the ensuing twelve months, subject to
fluctuations in currency exchange rates that may cause variability in the annual
interest income received by the Trust, after deduction of the estimated costs
and expenses of such Trust to be incurred during the twelve month period for
which the interest income has been estimated.
In the event the amount on deposit in the Interest Account of a Trust is not
sufficient for the payment of the amount of interest to be distributed to
Unitholders on the bases of the aforesaid computations, the Trustee may advance
its own funds and cause to be deposited in and credited to such Interest Account
such amounts as may be required to permit payment of the monthly interest
distribution to be made as aforesaid and shall be entitled to be reimbursed out
of amounts credited to the Interest Account subsequent to the date of such
advance.
Distributions of amounts represented by the cash balance in the Principal
Account for a Trust shall be computed as of each Monthly Record Date. On each
Monthly 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 Monthly 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
$5.00 per Unit. However, funds in the Principal Account will be distributed on
the last Monthly Distribution Date of each calendar year to Unitholders of
record as of the preceding Monthly Record Date if the amount available for
distribution shall equal at least $1.00 per Unit."
22. Section 3.07(h) of the Standard Terms and Conditions of Trust shall be
replaced in its entirety by the following:
"(h) that as of any Monthly 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 $5.00 per Unit; or"
23. The following shall be added to Section 3.07 of the Standard Terms and
Conditions of Trust immediately following Section 3.07(h):
"(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 (a) to maintain the qualification of the
Trust as a regulated investment company or (b) to provide funds to make any
distribution for a taxable year in order to avoid imposition of any income or
excise taxes on the Trust or on undistributed income in the Trust.
In the event a Security is sold pursuant to any provisions of this Section
3.07 as a direct result of serious adverse credit factors affecting the issuer
of such Security and 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, then the Depositor may, but is not obligated to, direct the
reinvestment of the proceeds of the sale of such Security in any other
securities which meet the criteria necessary for inclusion in such Trust on the
Initial Date of Deposit."
24. The words "long-term" in Section 3.14(a)(i) shall be deleted.
25. Neither Section 3.14(a)(iv) nor Section 3.14(c) shall apply to any
Uninsured Trust.
26. Section 3.14(a)(ii) if the Standard Terms and Conditions of Trust is
hereby deleted.
27. The paragraph immediately following Section 3.14(d) of the Standard Terms
and Conditions of Trust shall be replaced in its entirety with the following:
"Notwithstanding anything to the contrary in this Section 3.14, no
substitution of Replacement Bonds will be made if such substitution will
adversely affect the federal income tax status of the related Trust."
28. The Standard Terms and Conditions of Trust shall be amended to include
the following section:
"Section 3.18. Reclaiming Foreign Taxes. The Trustee shall use reasonable
efforts to reclaim or recoup any amounts of non-U.S. tax paid by the Trust or
withheld from income received by the Trust to which the Trust may be entitled as
a refund."
29. The Standard Terms and Conditions of Trust shall be amended to include
the following section:
"Section 3.19. Regulated Investment Company Election. If the Prospectus for a
Trust states that such Trust intends to elect to be treated and to qualify as a
"regulated investment company" as defined in the United States Internal Revenue
Code of 1986, as amended, the Trustee is hereby directed to make such elections
and take all actions, including any appropriate election to be taxed as a
corporation, as shall be necessary to effect such qualification or to provide
funds to make any distribution for a taxable year in order to avoid imposition
of any income or excise tax on the Trust or on undistributed income in the
Trust. The Trustee shall make such reviews of each Trust portfolio as shall be
necessary to maintain qualification of a particular Trust as a regulated
investment company and to avoid imposition of tax on a Trust or undistributed
income in a Trust, and the Depositor and Supervisor shall be authorized to rely
conclusively upon such reviews."
30. The Standard Terms and Conditions of Trust shall be amended to include
the following section:
"Section 3.20. Foreign Currency Exchange. Unless the Depositor shall
otherwise direct, whenever funds are received by the Trustee in foreign
currency, upon the receipt thereof or, if such funds are to be received in
respect to a sale of Bonds, concurrently with the contract of the sale for the
Bond (in the latter case the foreign exchange contract to have a settlement date
coincident with the relevant contract of sale for the Bond), the Trustee shall
enter into a foreign exchange contract for the conversion of such funds to U.S.
dollars. The Trustee shall have no liability for any loss or depreciation
resulting from such action taken."
31. For purposes of Section 5.01(a), "Business Day" shall mean any day the
New York Stock Exchange is open for business.
32. Sections 5.01(b) and (c) are replaced in their entirety by the following:
"(b) During the initial offering period of Units of a Trust such Evaluation
shall be made: (i) on the basis of current offer prices for the Bonds obtained
from dealers or brokers who customarily deal in bonds comparable to those held
in the Trust, (ii) if offer prices are not available for the Bonds, on the basis
of current offer prices for comparable bonds, (iii) by causing the value of the
Bonds to be determined by others engaged in the practice of evaluation, quoting
or appraising comparable bonds, or (iv) by any combination of the above. For
each evaluation, the Evaluator shall also determine and furnish to the Trustee
and the Depositor the aggregate of (a) the value of all Bonds in each Trust on
the basis of such evaluation and (b) on the basis of the information furnished
to the Evaluator by the Trustee pursuant to Section 3.03, the amount of cash
then held in the Principal Account relating to such Trust which was received by
the Trustee after the Monthly Record Date preceding such determination less any
amounts held in the Principal Account relating to such Trust for distribution to
Unitholders on a subsequent Monthly Distribution Date when a Monthly Record Date
occurs four Business Days or less after such determination. For the purposes of
the foregoing, the Evaluator may obtain current prices for the Bonds in each
Trust from investment dealers or brokers (including the Depositor) that
customarily deal in bonds comparable to those held in the Trust. If the Trust
holds Bonds denominated in a currency other than U.S. dollars, the Evaluation of
such security shall be converted to U.S. dollars based on current exchange rates
(unless the Trustee deems such prices inappropriate as a basis for valuation).
For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee
and the Depositor, on the basis of the information furnished to the Evaluator by
the Trustee as to the value of all Trust assets other than Bonds, 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, Evaluation of the
Bonds shall be made in the manner described in Section 5.01(b), on the basis of
current bid prices converted into U.S. dollars based on current exchange rates
(unless the Trustee deems such prices inappropriate as a basis for valuation)."
33. Section 6.01 is amended by adding the following to the end of the first
paragraph:
"Amounts receivable by the Trust in foreign currency shall be converted by
the Trustee to U.S. dollars based on current exchange rates, in the same manner
as provided in Section 5.01(b) or (c), as applicable, for the conversion of the
valuation of foreign Bonds, and the Evaluator shall report such conversion with
each Evaluation made pursuant to Section 5.01."
34. Section 6.03 of the Standard Terms and Conditions of Trust shall be
replaced in its entirety by the following:
"Section 6.03. Transfer or Interchange of Units. Units may be transferred by
the registered holder thereof by presentation and surrender of such Units at the
corporate trust office of the Trustee, properly endorsed or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee and executed by the Unitholder or his authorized attorney, whereupon new
Units will be issued in exchange and substitution therefore and Units
surrendered shall be cancelled by the Trustee. The registered holder of any Unit
may transfer such Unit by the presentation of transfer instructions to the
Trustee at the corporate trust office of the Trustee accompanied by such
documents as the Trustee deems necessary to evidence the authority of the person
making such transfer and executed by the registered holder or his authorized
attorney, whereupon the Trustee shall make proper notification of such transfer
on the registration books of the Trustee. A sum sufficient to pay any tax or
other governmental charge that may be imposed in connection with any such
transfer or interchange shall be paid by the Unitholder to the Trustee."
35. Section 7.01(e) of the Standard Terms and Conditions of Trust shall be
replaced in its entirety by the following:
"(e) (i) Subject to the provisions of subparagraph (ii) of this paragraph,
the Trustee may employ agents, sub-custodians, attorneys, accountants and
auditors and shall not be answerable for the default or misconduct of any such
agents, sub-custodians, attorneys, accountants or auditors if such agents,
sub-custodians, attorneys, accountants or auditors shall have been selected with
reasonable care. The Trustee shall be fully protected in respect of any action
under this Indenture taken or suffered in good faith by the Trustee in
accordance with the opinion of counsel, which may be counsel to the Depositor
acceptable to the Trustee, provided, however that this disclaimer of liability
shall not excuse the Trustee from the responsibilities specified in subparagraph
(ii) below. The fees and expenses charged by such agents, sub-custodians,
attorneys, accountants or auditors shall constitute an expense of the Trust
reimbursable from the Income and Principal Accounts of the Trust as set forth in
section 7.04 hereof.
(ii) To the extent permitted under the Investment Company Act of 1940, as
amended, as evidenced by an opinion of counsel to the Depositor satisfactory to
the Trustee or "no-action" letters or exemptive orders issued by the Securities
and Exchange Commission or its staff, the Trustee may place and maintain in the
care of an Eligible Foreign Custodian (which is employed by the Trustee as a
sub-custodian as contemplated by subparagraph (i) of this paragraph (e) and
which may be an affiliate or subsidiary of the Trustee or any other entity in
which the Trustee may have an ownership interest) or an Eligible Securities
Depository any investments (including foreign currencies) for which the primary
market is outside the United States, and such cash and cash equivalents in
amounts reasonably necessary to effect the Trust's transactions in such
investments, provided that:
(A) The Trustee shall indemnify the Trust and hold the Trust harmless from
and against any risk of loss of Trust assets held with an Eligible Foreign
Custodian in accordance with the foreign custody contract.
(B) The Trustee shall exercise reasonable care, prudence and diligence such
as a person having responsibility for the safekeeping of Trust assets would
exercise, and shall be liable to the Trust for any loss occurring as a result of
the Trustee's failure to do so.
(C) The Trustee shall perform all duties assigned to the Foreign Custody
Manager by Rule 17f-5 under the Investment Company Act of 1940, as amended (17
CFR ss. 270.17f-5), as now in effect or as such rule may be amended in the
future ("Rule 17f-5"). The Trustee shall not delegate such duties.
(D) The Trustee shall (i) provide the Depositor with an analysis of the
custody risks associated with maintaining assets with an Eligible Securities
Depository; (ii) monitor the custody risks associated with maintaining assets
with the Eligible Securities Depository on a continuing basis and promptly
notify the Depositor of any material change in such risks; and (iii) exercise
reasonable care, prudence and diligence in performing the foregoing duties. The
Depositor shall instruct the Trustee to take such action as the Depositor deems
appropriate in response to a notification by the Trustee provided pursuant to
(ii) in the preceding sentence.
(E) The Trust's Prospectus shall contain such disclosure regarding foreign
securities and foreign custody as is required for management investment
companies by Forms N-1A and N-2. Such Prospectus shall also contain disclosure
concerning the Depositor's responsibilities described in (D) above.
(F) The Trustee shall maintain and keep current written records regarding the
basis for the choice or continued use of a particular Eligible Foreign Custodian
pursuant to this subparagraph for a period of not less than six years from the
end of the fiscal year in which the Trust was terminated, the first two years in
an easily accessible place. Such records shall be available for inspection by
Unitholders and the Securities and Exchange Commission at the Trustee's
corporate trust office during its usual business hours."
36. Section 7.01 of the Standard Terms and Conditions of Trust shall be
amended to include the following subsection:
"(k) The Trustee may act, and may engage any corporation, partnership or
other entity affiliated with The Bank of New York Mellon (an "Affiliated
Entity") to act, as broker or dealer to execute transactions, including foreign
exchange transactions or the purchase or sale of any securities currently
distributed, underwritten or issued by any Affiliated Entity, and receive, or
pay the Affiliated Entity, as applicable, compensation for such services at
standard commission rates, markups or concessions."
37. 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
"Summary of Essential Financial Information--Expenses--Trustee's Fee" in the
Prospectus for each Trust. In addition, the last sentence of the first paragraph
of Section 7.04 is hereby deleted.
38. Section 9.01 of the Standard Terms and Conditions of Trust shall be
replaced in its entirety with the following:
"Section 9.01. Amendments. (a) This Indenture may be amended from time to
time by the Depositor and Trustee 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 in
regard to matters or questions arising hereunder as shall not materially
adversely affect the interests of the Unitholders or (iii) to make such
amendments as may be necessary (a) for the Trust to continue to qualify as a
regulated investment company for federal income tax purposes if the Trust has
elected to be taxed as such under the United States Internal Revenue Code of
1986, as amended, or (b) to prevent the Trust from being deemed an association
taxable as a corporation for federal income tax purposes if the Trust has not
elected to be taxed as a regulated investment company 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 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 75% 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, (3)
adversely affect the tax status of the Trust for federal income tax purposes or
result in the Units being deemed to be sold or exchanged for federal income tax
purposes or (4) unless the Trust has elected to be taxed as a regulated
investment company for federal income tax purposes, result in a variation of the
investment of Unitholders in the Trust.
(c) Unless the Depositor directs that other notice shall be provided, the
Trustee shall include in the annual report provided pursuant to Section 3.06
notification of the substance of such amendment."
39. The first sentence of Section 9.02 of the Standard Terms and Conditions
of Trust shall be replaced in its entirety with the following:
"Section 9.02. Termination. This Indenture and any Trust created hereby shall
terminate upon the maturity, redemption, sale or other disposition as the case
may be of the last Bond held in such Trust unless sooner terminated as
hereinbefore specified and may be terminated at any time by the written consent
of Unitholders representing 75% of the then outstanding Units of such Trust;
provided, that in no event shall a Trust continue beyond the end of the calendar
year preceding the twentieth anniversary of the execution of the related Trust
Agreement (the respective "Mandatory Termination Date"); and provided further
that in connection with any such liquidation it shall not be necessary for the
Trustee to dispose of any Bond of such Trusts if retention of such Bond, until
due, shall be deemed to be in the best interests of Unitholders, including, but
not limited to, situations in which a Bond insured by the Portfolio Insurance,
if any, is in default, situations in which a Bond insured by Portfolio Insurance
reflects a deteriorated market price resulting from a fear of default and
situations in which a Bond matures after the Mandatory Termination Date."
40. The final paragraph of Section 9.02 of the Standard Terms and Conditions
of Trust is hereby deleted.
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
------------------------------------------
Vice President
INVESCO INVESTMENT ADVISERS LLC
By: /s/ XXXX X. XXXXXXX
------------------------------------------
Vice President and Executive Director
STANDARD & POOR'S SECURITIES EVALUATIONS, INC.
By: /s/ XXXXX X. XXXXXXXX
------------------------------------------
Senior Vice President
THE BANK OF NEW YORK MELLON
By: /s/ XXXXX XXXXXXXXX
------------------------------------------
Managing Director
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX UNIT TRUSTS, TAXABLE INCOME SERIES 127
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus for the Trust.]
