EXHIBIT 1.1
▇▇▇ ▇▇▇▇▇▇ UNIT TRUSTS, MUNICIPAL SERIES 561
TRUST AGREEMENT
Dated: June 1, 2005
This Trust Agreement among ▇▇▇ ▇▇▇▇▇▇ Funds Inc., as Depositor, The
Bank of New York, as Trustee, Standard & Poor's Securities Evaluations, Inc., as
Evaluator, and ▇▇▇ ▇▇▇▇▇▇ Asset Management, 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 ▇▇▇ ▇▇▇▇▇▇ Focus
Portfolios Municipal Series, Effective for Unit Investment Trusts Established On
and After May 3, 2001 (Including ▇▇▇ ▇▇▇▇▇▇ Focus Portfolios, Municipal Series
347 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 Bonds listed in the Schedules hereto have been deposited in
trust under this Trust Agreement.
2. The fractional undivided interest in and ownership of a 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_Number of Units" in the
Prospectus Part I for such Trust.
3. The aggregate number of Units described in Section 2.03(a) for a
Trust is that number of Units set forth under "Summary of
Essential Financial Information--General Information--Number of
Units" in the Prospectus Part I for such Trust.
4. The term "First Settlement Date" shall mean the date set forth in
footnote 2 under "Summary of Essential Financial Information" in
the Prospectus Part I for a Trust.
5. The term "Monthly Distribution Date" shall mean the "Distribution
Dates" set forth under "Summary of Essential Financial
Information--Estimated Distributions--Monthly Distributions" in
the Prospectus Part I for a Trust.
6. The term "Monthly Record Date" shall mean the "Record Dates" set
forth under "Summary of Essential Financial
Information--Estimated Distributions--Monthly Distributions" in
the Prospectus Part I for a Trust.
7. The term "Semi-Annual Distribution Date" shall mean the
"Distribution Dates" set forth under "Summary of Essential
Financial Information--Estimated Distributions--Semi-Annual
Distributions" in the Prospectus Part I for a Trust.
8. The term "Semi-Annual Record Date" shall mean the "Record Dates"
set forth under "Summary of Essential Financial
Information--Estimated Distributions--Semi-Annual Distributions"
in the Prospectus Part I for a Trust.
9. The Trustee's annual compensation as set forth under Section
7.04, for each distribution plan shall be that amount set forth
under the section entitled "Summary of Essential Financial
Information--Expenses--Trustee's Fee" in the Prospectus Part I
for a Trust.
10. With respect to an Investment Grade Municipal Trust and a
California Investment Grade Trust only, Section 3.14(b) shall be
replaced in its entirety with the following:
"(b) Each Replacement Bond shall be rated at least "BBB-" or
better by Standard & Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc. or "Baa3" or better by ▇▇▇▇▇'▇ Investors Service, Inc. or
comparably rated by any other nationally recognized credit rating
service rating debt obligations which shall be designated by the
Depositor and shall be satisfactory to the Trustee."
11. 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.
12. The term "Supervisor" shall mean ▇▇▇ ▇▇▇▇▇▇ Asset Management and
its successors in interest or any successor supervisor 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.
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Executive Director
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Executive Director
STANDARD & POOR'S SECURITIES EVALUATIONS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Vice President
THE BANK OF NEW YORK
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
▇▇▇ ▇▇▇▇▇▇ UNIT TRUSTS, MUNICIPAL SERIES 561
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus Part I for each Trust.]
