EXHIBIT 1.1
▇▇▇ ▇▇▇▇▇▇ FOCUS PORTFOLIOS, MUNICIPAL SERIES 439
TRUST AGREEMENT
Dated: May 29, 2003
This Trust Agreement among ▇▇▇ ▇▇▇▇▇▇ Funds Inc., as Depositor, The Bank of
New York, as Trustee, ▇.▇. ▇▇▇▇▇ Co., Inc., as Evaluator, and ▇▇▇ ▇▇▇▇▇▇
Investment Advisory Corp., 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."
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
▇▇▇ ▇▇▇▇▇▇ INVESTMENT ADVISORY CORP.
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Assistant Treasurer
▇.▇. ▇▇▇▇▇ CO., 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
▇▇▇ ▇▇▇▇▇▇ FOCUS PORTFOLIOS, MUNICIPAL SERIES 439
[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.]
