EXHIBIT 1.1
XXX XXXXXX FOCUS PORTFOLIOS, MUNICIPAL SERIES 340
TRUST AGREEMENT
Dated: September 7, 2000
This Trust Agreement between Xxx Xxxxxx Funds Inc., as Depositor,
American Portfolio Evaluation Services, a division of Xxx Xxxxxx Investment
Advisory Corp., as Evaluator, and The 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 Xxx Xxxxxx
American Capital Distributors, Inc. Tax-Exempt Trust, Dated March 16, 1995"
(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(4), listed in the
Schedules hereto, have been deposited in the Trusts under this Trust
Agreement.
(b) The fractional undivided interest in and ownership of the
various Trusts 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 related Prospectus Part I.
(c) The approximate amounts, if any, which the Trustee shall
be required to advance out of its own funds and cause to be paid to the
Depositor pursuant to Section 3.05 shall be the amount per Unit that
the Trustee agreed to reduce its fee or pay Trust expenses set forth in
the footnotes in the related Prospectus Part I times the number of
units in such Trust referred to in Part II (b) of this Trust Agreement.
(d) The First General Record Date and the amount of the
second distribution of funds from the Interest Account of each Trust
shall be the record date for the Interest Account and the amount set
forth under "Summary of Essential Financial Information-Estimated
Distributions - Initial Distribution" in the related Prospectus Part I.
(e) The First Settlement Date shall be the date set forth in
the footnotes to the "Summary of Essential Financial Information" in
the related Prospectus Part I.
(f) Any monies held to purchase "when issued" bonds will be
held in noninterest bearing accounts.
(g) The Evaluation Time for purpose of sale, purchase or
redemption of Units shall be the close of the New York Stock Exchange.
(h) As set forth in Section 3.05, the Record Dates and
Distribution Dates for each Trust are those dates set forth under
"Summary of Essential Financial Information - Estimated Distributions"
in the related Prospectus Part I.
(i) As set forth in Section 3.15, the Evaluator's Annual
Supervisory Fee shall be that amount set forth in "Summary of Essential
Financial Information-Expenses-Evaluator's Supervisory Fee" in
Prospectus Part I.
(j) As set forth in Section 4.03, the Evaluator's Annual
Evaluation Fee shall be that amount, and computed on that basis, set
forth in "Summary of Essential Financial
Information-Expenses-Evaluator's Evaluation Fee" in the related
Prospectus Part I
(k) The Trustee's annual compensation as set forth under
Section 6.04, under each distribution plan shall be that amount as
specified in the related Prospectus Part I under the section entitled
"Summary of Essential Financial Information-Expenses-Trustee's Fee" and
will include a fee to induce the Trustee to advance funds to meet
scheduled distributions.
(l) The sixth paragraph of Section 3.05 is hereby revoked and
replaced by the following paragraph:
Unitholders desiring to receive semi-annual
distributions and who purchase their Units prior to the Record
Date for the second distribution under the monthly plan of
distribution may elect at the time of purchase to receive
distributions on a semi-annual basis by notice to the Trustee.
Such notice shall be effective with respect to subsequent
distributions until changed by further notice to the Trustee.
Unitholders desiring to receive semi-annual distributions and
who purchase their Units prior to the Record Date for the
first distribution may elect at the time of purchase to
receive distributions on a semi-annual basis by notice to the
Trustee. Such notice shall be effective with respect to
subsequent distributions until changed by further notice to
the Trustee. Changes in the plan of distribution will become
effective as of opening of business on the day after the next
succeeding semi-annual Record Date and such distributions will
continue until further notice.
(m) Sections 8.02(d) and 8.02(e) are hereby revoked and
replaced with the following:
(d) distribute to each Unitholder of such Trust such
holder's pro rata share of the balance of the Interest Account
of such Trust;
(e)distribute to each Unitholder of such Trust such
holder's pro rata share of the balance of the Principal
Account of such Trust; and
(n) Section 1.01(1) and (3) shall be replaced in their
entirety by the following:
(1) "Depositor" shall mean Xxx Xxxxxx Funds Inc. and
its successors in interest, or any successor depositor
appointed as hereinafter provided.
(3) "Evaluator" shall mean American Portfolio
Evaluation Services (a division of Xxx Xxxxxx Investment
Advisory Corp.) and its successors in interest, or any
successor evaluator appointed as hereinafter provided.
(o) Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the Trustee may satisfy any redemption
of Units through distribution of a Unitholder's pro rata share of each
Bond then held by the Trust in lieu of cash as described in Section
5.02 of the Standard Terms and Conditions of Trust. In such case the
Unitholder will receive his pro rata share of the then outstanding
principal value of the Bonds and cash equal to any fractional share of
a Bond. Such pro rata share of each Bond and the related cash to which
the tendering Unitholder is entitled is referred to herein as an "In
Kind Distribution." An In Kind Distribution will be made by the Trustee
through the distribution of each Bond in book-entry form to the account
of the Unitholder's bank or broker-dealer at Depository Trust Company.
If funds in the Principal Account are insufficient to cover the
required cash distribution to the tendering Unitholder, the Trustee may
sell Bonds according to the criteria discussed in Section 5.02 of the
Standard Terms and Conditions of Trust.
IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to
be executed and their corporate seals to be hereto affixed and attested; all as
of the day, month and year first above written.
XXX XXXXXX FUNDS INC.
By XXXXX X. XXXXX
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Senior Vice President
AMERICAN PORTFOLIO EVALUATION SERVICE, a division of Xxx Xxxxxx Investment
Advisory Corp.
By XXXXX X. XXXXX
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Senior Vice President
JOSEPHTHAL & CO., INC.
By XXXX XXXXXXXXXX
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President
THE BANK OF NEW YORK
By XXXXX XXXXXX
--------------------------------
Vice President
SCHEDULES TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
XXX XXXXXX FOCUS PORTFOLIOS, MUNICIPAL SERIES 340
(Note: Incorporated herein and made a part hereof as indicated below are the
corresponding "Portfolio" of each of the Trusts as set forth in the related
Prospectus Part I.)
