EXHIBIT 1.1
XXX XXXXXX FOCUS PORTFOLIOS INSURED INCOME TRUST, SERIES 78
AND SERIES 79 (INTERMEDIATE)
TRUST AGREEMENT
Dated: April 5, 2001
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 Van Xxxxxx Xxxxxxx
Insured Income Trust, Series 1 and Subsequent Series, Effective: April 3, 1990"
(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 and the Evaluator 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 Schedule A hereto,
have been deposited in trust under this Trust Agreement.
(b) The fractional undivided interest in and ownership of the 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 First General Record Date and the amount of the second
distribution of funds from the Interest Account 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.
(d) The First Settlement Date shall be the date set forth under
"Summary of Essential Financial Information" in the Prospectus Part I.
(e) The Evaluation time has been changed from 3:00 P.M. Eastern time
to close of the New York Stock Exchange.
(f) Sections 8.02(d) and 8.02(e) of the Standard Terms and Conditions
of Trust are hereby stricken and replaced by the following:
(d) distribution to each Certificateholder of such Trust such holder's
pro rata share of the balance of the Interest Account of such Trust;
(e) distribute to each Certificateholder of such Trust such holder's
pro rata share of the balance of the Principal Account of such Trust; and
(g) Section 1.01(11) of the Standard Terms and Conditions of Trust are
hereby stricken and replaced by the following:
(11) "Insurer" shall mean AMBAC Assurance
Corporation, and/or Capital Markets Assurance Corporation,
their respective successors and assigns, each having its
principal office in New York, New York, one or both of which
have issued the contract or policy of insurance obtained by
the Trust Fund protecting the Trust Fund and the
Certificateholders thereof against nonpayment when due of the
principal of and interest on certain of the Bonds (except for
Pre-Insured Bonds) held by the Trustee as part of the Fund.
(h) All references to "Van Xxxxxx Xxxxxxx Insured Income Trust," "Van
Xxxxxx Xxxxxxx Inc." and "Van Xxxxxx Xxxxxxx Investment Advisory Corp." in
the Standard Terms and Conditions of Trust are hereby stricken and replaced
with "Xxx Xxxxxx Focus Portfolios Insured Income Trust," "Xxx Xxxxxx Funds
Inc." and "Xxx Xxxxxx Investment Advisory Corp.", respectively.
(i) The Trustee's annual compensation as set forth under Section 6.04,
under each distribution plan shall be that amount as specified in the
Prospectus 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.
(j) The term "Record Date" shall mean the dates set forth under
"Summary of Essential Financial Information-Estimated Distributions" in the
Prospectus. Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust, all distributions to Certificateholders shall be
computed as of the related Record Date as that term is defined in the
previous sentence.
(k) The term "Distribution Date" shall mean the dates set forth under
"Summary of Essential Financial Information-Estimated Distributions" in the
Prospectus Part I. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, all distributions to Certificateholders
shall be made as of the related Distribution Date as that term is defined
in the previous sentence.
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 Xxxx X. Xxxxxx
-----------------------------------------
Senior Vice President
AMERICAN PORTFOLIO EVALUATION SERVICE,
a division of Xxx Xxxxxx Investment Advisory Corp.
By Xxxx X. Xxxxxx
-------------------------------------
Senior Vice President
The Bank of New York
By Xxxxxxx X'Xxxxx
-------------------------------
Assistant Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX FOCUS PORTFOLIOS INSURED INCOME TRUST, SERIES 78
AND SERIES 79 (INTERMEDIATE)
(Note: Incorporated herein and made a part hereof are the
corresponding "Portfolio" of each of the Trusts as set forth in
the related Prospectus Part I.)
