EXHIBIT 1.1
INSURED MUNICIPALS INCOME TRUST AND
INVESTORS' QUALITY TAX-EXEMPT TRUST
MULTI-SERIES 303
TRUST AGREEMENT
Dated: July 10, 1998
This Trust Agreement between Xxx Xxxxxx American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of Xxx
Xxxxxx American Capital 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__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
-1-
0000204/mjk
July 9, 1998
IN WITNESS WHEREOF, Xxx Xxxxxx American Capital Distributors, Inc. has
caused this Trust Agreement to be executed by one of its Vice Presidents or
Assistant Vice Presidents and its corporate seal to be hereto affixed and
attested by its Secretary or one of its Vice Presidents or Assistant
Secretaries, American Portfolio Evaluation Services, a division of Xxx Xxxxxx
American Capital Investment Advisory Corp., has caused this Trust Indenture and
Agreement to be executed by its President or one of its Vice Presidents and its
corporate seal to be hereto affixed and attested to by its Secretary, its
Assistant Secretary or one of its Assistant Vice Presidents and The Bank of New
York, has caused this Trust Agreement to be executed by one of its Vice
Presidents and its corporate seal to be hereto affixed and attested to by one of
its Vice Presidents, Assistant Vice Presidents or Assistant Treasurers; all as
of the day, month and year first above written.
XXX XXXXXX AMERICAN CAPITAL
DISTRIBUTORS, INC.
By XXXXX X. XXXXX
Vice President, Associate General Counsel
and Assistant Secretary
(SEAL)
Attest:
By XXXXX XXXXXX
Assistant Secretary
AMERICAN PORTFOLIO EVALUATION SERVICE, a division of Xxx
Xxxxxx American Capital Investment Advisory
Corp.
By XXXXXX X. XXXXXXXXX
President
(SEAL)
Attest:
By XXXXX X. XXXXX
Assistant Secretary
THE BANK OF NEW YORK
By XXXXXXX XXXXXXXX
Vice President
(SEAL)
Attest:
By XXXXXXX XXXXX
Assistant Treasurer
SCHEDULES TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
INSURED MUNICIPALS INCOME TRUST AND
INVESTORS' QUALITY TAX-EXEMPT TRUST
MULTI-SERIES 303
(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.)
