XXX XXXXXX FOCUS PORTFOLIOS, MUNICIPAL SERIES 319
TRUST AGREEMENT
Dated: June 30, 1999
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.
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
(SEAL)
Attest:
By Xxxxxxxx Xxxxxxx
Assistant Secretary
AMERICAN PORTFOLIO EVALUATION SERVICE,
a division of Xxx Xxxxxx Investment Advisory Corp.
By XXXXX X. XXXXX
Vice President
(SEAL)
Attest:
By Xxxxxxxx Xxxxxxx
Assistant Secretary
THE BANK OF NEW YORK
By XXXXXXX XXXXX
Vice President
(SEAL)
Attest:
By XXXXXX XXXX
Assistant Treasurer
SCHEDULES TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
XXX XXXXXX FOCUS PORTFOLIOS, MUNICIPAL SERIES 319
(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.)
