EXHIBIT 1.1
XXX XXXXXX UNIT TRUSTS, TAXABLE INCOME SERIES 62
TRUST AGREEMENT
Dated: July 7, 2004
This Trust Agreement among Xxx Xxxxxx Funds Inc., as Depositor,
Standard & Poor's Securities Evaluations, Inc., as Evaluator, Xxx Xxxxxx Asset
Management, as Supervisor, 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 Focus
Portfolios, Effective for Unit Investment Trusts Investing Primarily in
Mortgage-Backed Securities of the Modified Pass-Through Type Established On and
After September 12, 2002 (Including Xxx Xxxxxx Focus Portfolios, Taxable Income
Series 6 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 Securities listed in the Schedules 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 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_Initial number of Units" in
the Prospectus for the Trust.
3. The aggregate number of Units described in Section 2.03(a) for the
Trust is that number of Units set forth under "Summary of Essential Financial
Information--General Information_Initial number of Units" in the Prospectus for
the Trust.
4. The term "First Settlement Date" shall mean the date set forth in
footnote (4) under "Summary of Essential Financial Information."
5. The term "Monthly Distribution Date" shall mean the "Distribution
dates" set forth under "Summary of Essential Financial
Information--Distributions" in the Prospectus for the Trust.
6. The term "Monthly Record Date" shall mean the "Record dates" set
forth under "Summary of Essential Financial Information--Distributions" in the
Prospectus for the Trust.
7. The Trustee's annual compensation as set forth under Section 7.04,
shall be that amount set forth under the section entitled "Summary of Essential
Financial Information--Expenses--Trustee's fee."
8. Section 3.05 is hereby amended by adding the following sentence at
the end of the first paragraph of Section 3.05: "The Trustee may from time to
time reserve amounts in the Interest Account sufficient to cover accrued
interest on any Contract Securities."
9. Section 3.05 is hereby amended by replacing the fourth paragraph of
Section 3.05 with the following:
"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,
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 making such computation, the Trustee shall treat as received amounts
receivable by the Trust on the Securities prior to the next following Monthly
Distribution Date in respect of a record date for a Security occurring on or
before the Monthly Record Date on which the computation is being made; should
such amounts not be received by the Trust, the computation shall be adjusted to
reflect amounts actually received."
10. Section 3.05 is hereby amended by adding the following paragraph
immediately after the fifth paragraph of Section 3.05:
"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."
11. The term "Supervisor" shall mean Xxx Xxxxxx Asset Management and
its successors in interest or any successor supervisor appointed as provided in
the Standard Terms and Conditions of Trust.
12. 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.
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
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Executive Director
XXX XXXXXX ASSET MANAGEMENT
By /s/ XXXX X. XXXXXXX
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Executive Director
STANDARD & POOR'S SECURITIES EVALUATIONS, INC.
By /s/ XXXXX X. XXXXXX
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Vice President
THE BANK OF NEW YORK
By /s/ XXXXXXX XXXXXXX
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Assistant Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX UNIT TRUSTS, TAXABLE INCOME SERIES 62
Incorporated herein by this reference and made a part hereof is the
schedule set forth under "The Portfolio" in the Prospectus for the Trust.
