Exhibit 1.1
XXX XXXXXX FOCUS PORTFOLIOS, SERIES 405
TRUST AGREEMENT
Dated: September 24, 2003
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor, The Bank of
New York, as Trustee, Xxx Xxxxxx Investment Advisory Corp., 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, Effective for Unit Investment Trusts Established On and After
May 2, 2001 (Including Series 284 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 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 Securities listed in the Schedules 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 referred to in Section 1.01(56) is
initially an amount the numerator of which is one and the denominator
of which is the amount set forth under "Initial number of Units" for
the Trust in the "Summary of Essential Financial Information" in the
Prospectus.
3. The aggregate number of Units described in Section 2.03(a) for each
Trust is that number of Units set forth under "Initial number of
Units" for the Trust in the "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 in
the "Summary of Essential Financial Information" in the Prospectus.
5. The terms "Capital Account Record Date" and "Income Account Record
Date" shall mean the "Record Dates" set forth in the "Summary of
Essential Financial Information" in the Prospectus.
6. With respect to the Xxxxxx Xxxxxxx Technology Indexsm Portfolio, the
term "Deferred Sales Charge Payment Date" shall mean Feburay 10, 2004
and the 10th day of each month thereafter through June 10, 2004 with
respect to the amount designated "Deferred sales charge in first year"
in the "Fee Table" in the Prospectus and February 10, 2005 and the
10th day of each month thereafter through April 10, 2005 with respect
to the amount designated "Deferred sales charge in second year" in the
"Fee Table" in the Prospectus. With respect to all other trusts, the
term "Deferred Sales Charge Payment Date" shall mean March 10, 2004
and the 10th day of each month thereafter through September 10, 2004.
7. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" for the Trust set forth in the "Summary of Essential
Financial Information" in the Prospectus.
8. The Trustee's annual compensation rate described in Section 7.04 shall
be that amount set forth under "Trustee's fee and operating expenses"
in the "Fee Table" in the Prospectus.
9. Section 6.02 of the Standard Terms and Conditions of Trust shall be
amended by adding the following to the end of such Section:
"Notwithstanding anything to the contrary herein, each Unitholder who holds
Units designated with a "Classic CUSIP" number or a "FeeDom CUSIP" number will
be deemed to have tendered all Units then owned for redemption to the Trustee on
the Special Redemption Date set forth under "Summary of Essential Financial
Information" in the Prospectus and shall have such Units redeemed on such date
as provided herein."
10. The second sentence of Section 7.01(e)(2)(E) shall be replaced in its
entirety by "Such Prospectus shall also contain disclosure concerning
the Depositor's responsibilities described in (D) above."
11. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 1.01(38) shall be replaced in its
entirety by the following:
"(38) "Percentage Ratio" shall mean an equal dollar amount of each Equity
Security with respect to Great International Firms Portfolio, Series 23 and
shall mean the percentage relationship among the Equity Securities based on the
number of shares of each Equity Security per Unit existing immediately prior to
such additional deposit with respect to all other Trusts. The Percentage Ratio
shall be adjusted to the extent necessary, and may be rounded, to reflect the
occurrence of a stock dividend, a stock split or a similar event which affects
the capital structure of the issuer of an Equity Security."
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/ XXXXXXXX XXXXXXXXXX
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Executive Director
XXX XXXXXX INVESTMENT ADVISORY CORP.
By /s/ XXXXXXXX XXXXXXXXXX
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Assistant Treasurer
THE BANK OF NEW YORK
By /s/ XXXXXXX X'XXXXX
----------------------------------------
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX FOCUS PORTFOLIOS, SERIES 405
[Incorporated herein by this reference and made a part hereof is each
"Portfolio" schedule as set forth in the Prospectus.]
