EXHIBIT 1.1
XXX XXXXXX FOCUS PORTFOLIOS
SERIES 117
TRUST AGREEMENT
Dated: October 20, 1998
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor,
American Portfolio Evaluation Services, a division of Xxx Xxxxxx Investment
Advisory Corp., as Evaluator, Xxx Xxxxxx 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 "Xxx Xxxxxx American Capital Equity Opportunity Trust, Series
87 and Subsequent Series, Standard Terms and Conditions of Trust, Effective
January 27, 1998" (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(24), 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 is an amount the numerator of which
is one and the denominator of which is the amount set forth under
"Summary of Essential Financial Information - Initial Number of Units"
in the Prospectus. Such fractional undivided interest may be (a)
increased by the number of any additional Units issued pursuant to
Section 2.03, (b) increased or decreased in connection with an
adjustment to the number of Units pursuant to Section 2.03, or (c)
decreased by the number of Units redeemed pursuant to Section 5.02.
3. The terms "CAPITAL ACCOUNT RECORD DATE" and "INCOME ACCOUNT
RECORD DATE" shall mean the "Record Dates" set forth under "Summary of Essential
Financial Information" in the Prospectus.
4. The terms "CAPITAL ACCOUNT DISTRIBUTION DATE" and "INCOME ACCOUNT
DISTRIBUTION DATE" shall mean the "Distribution Dates" set forth under "Summary
of Essential Financial Information" in the Prospectus.
5. The term "MANDATORY TERMINATION DATE" shall mean the "Mandatory
Termination Date" set forth under "Summary of Essential Financial Information"
in the Prospectus.
6. Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust and subject to the requirements set forth in this
paragraph, unless the Prospectus otherwise requires, the Sponsor may, on any
Business Day (the "Trade Date"), subscribe for additional Units as follows:
(a) Prior to the Evaluation Time on such Business Day, the
Sponsor shall provide notice (the "Subscription Notice") to the Trustee, by
telephone or by written communication, of the Sponsor's intention to subscribe
for additional Units. The Subscription Notice shall identify the additional
Securities to be acquired (unless such additional Securities are a precise
replication of the then existing portfolio) and shall either (i) specify the
quantity of additional Securities to be deposited by the Sponsor on the
settlement date for such subscription or (ii) instruct the Trustee to purchase
additional Securities with an aggregate value as specified in the Subscription
Notice.
(b) Promptly following the Evaluation Time on such Business
Day, the Sponsor shall verify with the Trustee the number of additional Units to
be created.
(c) Not later than the time on the settlement date for such
subscription when the Trustee is to deliver or assign the additional Units
created hereby, the Sponsor shall deposit with the Trustee (i) any additional
Securities specified in the Subscription Notice (or contracts to purchase such
additional Securities together with cash or a letter of credit in the amount
necessary to settle such contracts) or (ii) cash or a letter of credit in an
amount equal to the aggregate value of the additional Securities specified in
the Subscription Notice, and adding and subtracting the amounts specified in the
first and second sentences of Section 5.01, computed as of the Evaluation Time
on the Business Day preceding the Trade Date divided by the number of Units
outstanding as of the Evaluation Time on the Business Day preceding the Trade
Date, times the number of additional Units to be created.
(d) On the settlement date for such subscription, the Trustee
shall, in exchange for the Securities and cash or letter of credit described
above, deliver to, or assign in the name of or on the order of, the Sponsor the
number of Units verified by the Sponsor with the Trustee.
7. Section 1.01 (1), (3) and (4) shall be replaced in their entirety
by the following:
(1) "DEPOSITOR" shall mean Xxx Xxxxxx Funds Inc. and its succesors in
interest, or any successor depositor appointed as hereinafter provided.
(3) "EVALUATOR" shall mean American Portfolio Evaluation Services (a
division of a Xxx Xxxxxx Investment Advisory Corp.) and its successors in
interest, or any successor evaluator appointed as hereinafter provided.
(4) "SUPERVISORY SERVICER" shall mean Xxx Xxxxxx Investment Advisory Corp.
and its successors in interest, or any successor portfolio supervisor appointed
as hereinafter provided.
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
Vice President
Attest:
By XXXXXXXX XXXXXXX
Assistant Secretary
American Portfolio Evaluation Services,
a division of Xxx Xxxxxx Investment
Advisory Corp.
By XXXXX X. XXXXX
Vice President
Attest
By XXXXXXXX XXXXXXX
Assistant Secretary
Xxx Xxxxxx Investment Advisory Corp.
By XXXXX X. XXXXX
Vice President
Attest
By XXXXXXXX XXXXXXX
Assistant Secretary
The Bank of New York
By XXXXXXX XXXXX
Vice President
Attest
By XXXXXX XXXX
Assistant Treasurer
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX FOCUS PORTFOLIOS, SERIES 117
(Note: Incorporated herein and made a part hereof is each "PORTFOLIO" as set
forth in the Prospectus.)
