EXHIBIT 1.1
XXX XXXXXX FOCUS PORTFOLIOS, MUNICIPAL SERIES 321
TRUST AGREEMENT
Dated: August 19, 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
Senior Vice President
(SEAL)
Attest:
By Xxxxxx X. Xxxxxxxxx
Vice President
AMERICAN PORTFOLIO EVALUATION SERVICE, a division of Xxx Xxxxxx Investment
Advisory Corp.
By XXXXX X. XXXXX
Senior Vice President
(SEAL)
Attest:
By Xxxxxx X. Xxxxxxxxx
Vice President
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 321
(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.)