EXHIBIT 1.1
XXX XXXXXX FOCUS PORTFOLIOS, INSURED INCOME TRUST, SERIES 74
TRUST AGREEMENT
Dated: June 29, 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 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
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.
(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.
(d) The First Settlement Date shall be the date set forth
under "Summary of Essential Financial Information" in the Prospectus.
(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. 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.
(l) 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
AMERICAN PORTFOLIO EVALUATION SERVICE,
a division of Xxx Xxxxxx Investment Advisory Corp.
By XXXXX X. XXXXX
Senior Vice President
THE BANK OF NEW YORK
By XXXXXXX XXXXX
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
XXX XXXXXX FOCUS PORTFOLIOS INSURED INCOME TRUST, SERIES 74
(Note: Incorporated herein and made a part hereof
is the "Portfolio" as set forth in the Prospectus.)
