EXHIBIT 1.1
VKAC:VEOT88 487 ▇▇
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
SERIES 88
TRUST AGREEMENT
Dated: February 6, 1998
This Trust Agreement among ▇▇▇ ▇▇▇▇▇▇ American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of ▇▇▇
▇▇▇▇▇▇ American Capital Investment Advisory Corp., as Evaluator, ▇▇▇ ▇▇▇▇▇▇
American Capital Investment Advisory Corp., as Supervisory Servicer, and The
Bank of New York, as Trustee, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled "▇▇▇ ▇▇▇▇▇▇
American Capital Equity Opportunity Trust, Series 87 and Subsequent Series,
Standard Terms and Conditions of Trust, Effective January 27, 1998" (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, Evaluator, Supervisory Servicer and 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:
1. The Securities defined in Section 1.01(24), listed in the
Schedule hereto, have been deposited in trust under this Trust
Agreement.
2. The fractional undivided interest in and ownership of
each Trust represented by each Unit is the amount set forth under
"Summary of Essential Financial Information - Fractional Undivided
Interest in the Trust per Unit" in the Prospectus. Such fractional
undivided interest may be (a) increased by the number of any additional
Units issued pursuant to Section 2.03, (b) increased or decreased in
connection with an adjustment to the number of Units pursuant to
Section 2.03, or (c) decreased by the number of Units redeemed pursuant
to Section 5.02.
3. The terms "Capital Account Record Date" and "Income Account
Record Date" shall mean the "Income and Capital Account Record Dates" set forth
under "Summary of Essential Financial Information" in the Prospectus.
4. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Income and Capital Account Distribution
Dates" set forth under "Summary of Essential Financial Information" in the
Prospectus.
5. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" set forth under "Summary of Essential Financial Information"
in the Prospectus.
6. The term "Rollover Notification Date" shall mean each of the
"Rollover Notification Dates" set forth under "Summary of Essential Financial
Information" in the Prospectus.
7. The term "Special Redemption Date" shall mean each of the
"Special Redemption Dates" set forth under "Summary of Essential Financial
Information" in the Prospectus.
8. Section 5.02 of the Standard Terms and Conditions of Trust
shall be amended by adding the following to the end of such Section:
"Notwithstanding anything to the contrary herein, unless a
Unitholder properly makes an affirmative election to the contrary
as specified in the Prospectus, each Unitholder will be deemed to
have tendered all Units then owned for redemption to the Trustee
on the first Special Redemption Date and shall have such Units
redeemed on such date as provided herein."
IN WITNESS WHEREOF, ▇▇▇ ▇▇▇▇▇▇ American Capital Distributors, Inc. has
caused this Trust Agreement to be executed by one of its Vice Presidents or
Assistant Vice Presidents and its corporate seal to be hereto affixed and
attested by its Secretary or one of its Vice Presidents or Assistant
Secretaries, American Portfolio Evaluation Services, a division of ▇▇▇ ▇▇▇▇▇▇
American Capital Investment Advisory Corp., and ▇▇▇ ▇▇▇▇▇▇ American Capital
Investment Advisory Corp., have each caused this Trust Indenture and Agreement
to be executed by their respective President or one of their respective Vice
Presidents and the corporate seal of each to be hereto affixed and attested to
by the Secretary, Assistant Secretary or one of their respective Vice Presidents
or Assistant Vice Presidents and The Bank of New York, has caused this Trust
Agreement to be executed by one of its Vice Presidents and its corporate seal to
be hereto affixed and attested to by one of its Assistant Treasurers all as of
the day, month and year first above written.
▇▇▇ ▇▇▇▇▇▇ American Capital Distributors, Inc.
By ▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Associate General Counsel
and Assistant Secretary
Attest:
By ▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary
American Portfolio Evaluation Services, a division of ▇▇▇ ▇▇▇▇▇▇
American Capital Investment Advisory Corp.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Attest
By ▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
▇▇▇ ▇▇▇▇▇▇ American Capital Investment Advisory Corp.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Attest
By ▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
The Bank of New York
By ▇▇▇ ▇▇▇▇▇▇
Vice President
Attest
By ▇▇▇▇▇▇▇ ▇▇▇▇▇
Assistant Treasurer
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 88
(Note: Incorporated herein and made a part hereof are the "Portfolios"
as set forth in the Prospectus.)