EXHIBIT 1.1
INVESTORS' QUALITY TAX-EXEMPT TRUST
MULTI-SERIES 311
TRUST AGREEMENT
Dated: January 26, 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__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.
(o) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the term "Quality Intermediate Trust" shall include
Strategic Municipal Trust, Intermediate Series 1 as described in the Prospectus.
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
Vice President
(SEAL)
Attest:
By Xxxxxxxx Xxxxxxx
Assistant Secretary
AMERICAN PORTFOLIO EVALUATION SERVICE, a division of Xxx Xxxxxx Investment
Advisory Corp.
By XXXXX X. XXXXX
Vice President
(SEAL)
Attest:
By Xxxxxxxx Xxxxxxx
Assistant Secretary
THE BANK OF NEW YORK
By XXXXXXX XXXXX
Vice President
(SEAL)
Attest:
By XXXXXX XXXX
Assistant Treasurer
SCHEDULES TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
INVESTORS' QUALITY TAX-EXEMPT TRUST
MULTI-SERIES 311
(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.)
