Exhibit 1.1
Xxx Xxxxxx American Capital Equity Opportunity Trust
Series 26
Trust Agreement
Dated: March 19, 1996
This Trust Agreement among Xxx Xxxxxx American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of
Xxx Xxxxxx American Capital Investment Advisory Corp., as Evaluator, Xxx
Xxxxxx American Capital Investment Advisory Corp., as Supervisory
Servicer, and The Bank of New York, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Van Xxxxxx Xxxxxxx Equity Opportunity Trust, Series 1
and Subsequent Series, Standard Terms and Conditions of Trust, Effective
November 21, 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, Evaluator, Supervisory Servicer and 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:
1. The Securities defined in Section 1.01(22), listed in the
Schedule hereto, have been deposited in trust under this Trust
Agreement.
2. 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.
3. Section 1.01(1) shall be amended to read as follows:
"(1) "Depositor" shall mean Xxx Xxxxxx American Capital
Distributors, Inc. and its successors in interest, or any
successor depositor appointed as hereinafter provided."
4. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean American Portfolio
Evaluation Services, a division of Xxx Xxxxxx American
Capital Investment Advisory Corp. and its successors in
interest, or any successor evaluator appointed as
hereinafter provided."
5. Notwithstanding anything to the contrary, all references
to a Supervisory Servicer fee shall be inapplicable. Section 1.01
(4) shall be amended to read as follows:
"(4) "Supervisory Servicer" shall mean Xxx Xxxxxx
American Capital Investment Advisory Corp. and its
successors in interest, or any successor portfolio
supervisor appointed as hereinafter provided."
6. Section 1.01(19) will be inapplicable for this Trust.
7. The Initial Date of Deposit for the Trust is March 19,
1996.
8. Notwithstanding anything to the contrary appearing in the
Standard Terms and Conditions of Trust, "Princor Emerging Growth and
Treasury, Series 1" will replace "Select Equity and Treasury Trust."
9. The second sentence in the second paragraph of Section
3.11 shall be revised as follows: "However, should any issuance,
exchange or substitution be effected notwithstanding such rejection
or without an initial offer, any securities, cash and/or property
received shall be deposited hereunder and shall be promptly sold, if
securities or property, by the Trustee unless the Depositor advises
the Trustee to keep such securities, cash or properties."
10. Section 1.01(10) shall be amended to read as follows:
"(10) "Mutual Fund" shall mean any open-end diversified
management investment company deposited in a Trust as
specified in the Trust Agreement thereof."
11. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the term "Equity Securities" shall be
replaced with "Mutual Fund shares."
12. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the maturity value of the Zero Coupon
Obligations on a per Unit basis shall equal at least $11.00.
13. Section 3.01 of the Standard Terms and Conditions of Trust
shall be replaced in its entirety with the following:
"Section 3.01. Initial Costs. The following
organization and regular and recurring expenses of a Trust
shall be borne by the Trustee: (a) to the extent not
borne by the Depositor, expenses incurred in establishing
a Trust, including the cost of the initial preparation and
typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture, and
other documents relating to a Trust, Securities and
Exchange Commission and state blue sky registration fees,
the costs of the initial valuation of the portfolio and
audit of a Trust, the initial fees and expenses of the
Trustee, and legal and other out-of-pocket expenses
related thereto, but not including the expenses incurred
in the printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation and
printing of brochures and other advertising materials and
any other selling expenses, (b) the amount specified in
Section 3.05 and Article VIII, (c) to the extent permitted
by Section 6.02, auditing fees and, to the extent not
borne by the Depositor, expenses incurred in connection
with maintaining a Trust's registration statement current
with Federal and State authorities, (d) any Certificates
issued after the Initial Date of Deposit ; and (e)
expenses of any distribution agent. The Trustee shall be
reimbursed for those organizational expenses referred to
in clause (a) as provided in the related Prospectus.
14. Section 3.02 of the Standard Terms and Conditions of Trust
shall be amended by inserting the following immediately after the
parenthetical in the first sentence of the first paragraph of such
Section 3.02:
"and any Rule 12b-1 fees rebated by or on behalf of the
Mutual Fund"
15. Section 3.06(A)(1) of the Standard Terms and Conditions of
Trust is revised by inserting "and the amount of any rebated Rule
12b-1 fees" at the end of such Section.
16. Section 3.11 shall be revised by inserting the following
section at the end of the first paragraph of such Section:
"In the event that the trustee shall have been notified at
any time of any action to be taken or proposed to be taken
by at least a legally required number of holders of the
shares of any Mutual Fund deposited in a Trust, the
Trustee shall take such action or omit from taking any
action, as appropriate, so as to insure that the shares of
such Mutual Fund are voted as closely as possible in the
same manner and the same general proportion, with respect
to all issues, as are the shares of such Mutual Fund held
by owners other than the Trust."
17. Section 4.01(b) shall be revised by replacing (i) through
(iv) in the second sentence of such Section with the following:
"(i) on the basis of current offering prices for the Zero
Coupon Obligations as obtained from investment dealers or
brokers who customarily deal in securities comparable to
those held by the Trust, and, with respect to any Mutual
Fund shares deposited in a Trust, the net asset value of
such shares, (ii) if offering prices are not available for
the Zero Coupon Obligations, on the basis of the offering
price for comparable securities, and, with respect to any
Mutual Fund shares deposited in a Trust, the net asset
value of such shares, (iii) by determining the valuation
of the Zero Coupon Obligations on the offering side of the
market by appraisal, and, with respest to any Mutual Fund
shares deposited in a Trust, the net asset value of such
shares, or"
18. Section 4.01(c) shall be replaced with the following:
"(c) After the initial offering period and both during
and after the initial offering period, for purposes of the
Trust Fund Evaluations required by Section 5.01 in
determining Redemption Value and Unit Value, Evaluation of
the Securities shall be made in the manner described in
Section 4.01(b), on the basis of current bid prices for
the Zero Coupon Obligations and the net asset value of the
Mutual Fund shares."
19. Section 5.01 shall be amended by replacing the text
following (ii) and (iii) in the first sentence of such Section with
the following:
"(ii) the aggregate Evaluation of all Securities
(including Contract Obligations) on deposit in the Trust
as determined by the Evaluator (such Evaluation to be made
on the basis of bid prices (if Zero Coupon Obligations are
sold on such day, then such Evaluation for the Zero Coupon
Obligations shall be at the weighted average of the
execution prices for all Zero Coupon Obligations sold on
such day) for the Zero Coupon Obligations and Net Asset
Value for the Mutual Fund shares for the purpose of
computing redemption value of Units as set forth in
Section 5.02 hereof, plus (iii) all other income from the
Securities (including dividends receivable on Mutual Fund
shares trading ex-dividend as of the date of such
valuation and accrued rebate of Rule 12b-1 fees as
reported to the Trustee upon which notification the
Trustee is authorized conclusively to rely) as of the
close of business on the date of such Evaluation together
with all other assets of the Trust."
20. Notwithstanding anything to the contrary in Section 5.02
of the Standard Terms and Conditions of trust, upon termination of
the Trust only, Unitholders will be entitled to an "In Kind
Distribution" pursuant to the terms specified in the Prospectus.
21. Section 6.01(i) of the Standard Terms and Conditions of
Trust shall be amended by deleting the first word of such Section
and replacing it with the following:
"Except as provided in Sections 3.01 and 3.05, no"
22. Section 8.02(d)(i)(y) shall be replaced in its entirety
with the following"
"(y) such Unitholder's pro rata share of the remaining
Mutual Funds shares, in kind, to the extent of the
fractional portion of a share allowed to be transferred on
the Transfer Books of the Mutual Fund,"
23. Section 8.02(d)(i) shall be revised by adding the
following sentence at the end of such Section:
"Notwithstanding the foregoing, Unitholders may elect to
invest that portion of the proceeds received upon
termination represented by cash into Mutual Fund shares
without a sales charge to the extent allowed by the Mutual
Fund."
24. Section 8.04 is hereby amended by inserting the following
at the end of such Section:
", except as provided in Sections 3.01 and 3.05"
25. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the requisite number of Units needed
to be tendered to exercise an In Kind Distribution as set forth in
Sections 5.02 and 8.02 shall be that number set forth in the
Prospectus.
26. Section 8.02 is hereby revised to require an affirmative
vote of Unitholders representing 66 2/3% of the then outstanding
Units to terminate the Trust rather than the 51% indicated therein.
In Witness Whereof, Xxx Xxxxxx American Capital Distributors, Inc.
has caused this Trust Agreement to be executed by one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to be
hereto affixed and attested by its Secretary or one of its Vice
Presidents or Assistant Secretaries, American Portfolio Evaluation
Services, a division of Xxx Xxxxxx American Capital Investment Advisory
Corp., and Xxx Xxxxxx American Capital Investment Advisory Corp., have
each caused this Trust Indenture and Agreement to be executed by their
respective President or one of their respective Vice Presidents and the
corporate seal of each to be hereto affixed and attested to by the
Secretary, Assistant Secretary or one of their respective Vice Presidents
or Assistant Vice Presidents and The Bank of New York, has caused this
Trust Agreement to be executed by one of its Vice Presidents and its
corporate seal to be hereto affixed and attested to by one of its
Assistant Treasurers all as of the day, month and year first above
written.
Xxx Xxxxxx American Capital
Distributors, Inc.
By Xxxxxx X. Xxxxxxxxxx
Vice President
Attest:
By Xxxx X. Xxxxxxx
Assistant Secretary
American Portfolio Evaluation
Services, a division of Xxx Xxxxxx
American Capital Investment
Advisory Corp.
By Xxxxxx X. XxXxxxxxx
President
Attest
By Xxxxx X. Xxxxxx
Assistant Secretary
Xxx Xxxxxx American Capital
Investment Advisory Corp.
By Xxxxxx X. XxXxxxxxx
President
Attest
By Xxxxx X. Xxxxxx
Assistant Secretary
The Bank of New York
By Xxxxxxx Xxxxxxxx
Vice President
Attest
By Xxxxxxx Xxxxx
Assistant Treasurer
Schedule A to Trust Agreement
Securities Initially Deposited
in
Xxx Xxxxxx American Capital Equity Opportunity Trust, Series 26
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth in the Prospectus.)
