EXHIBIT 1.1
ADVISOR'S DISCIPLINED TRUST 40
TRUST AGREEMENT
Dated: July 26, 2005
This Trust Agreement among Fixed Income Securities, L.P., as Depositor,
Evaluator and Supervisor, 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 Advisor's
Disciplined Trust, Effective for Unit Investment Trusts Investing in Debt
Obligations Established On and After September 17, 2004 (Including Advisor's
Disciplined Trust 15 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 Securities listed in the Schedules hereto have been deposited in
trust under this Trust Agreement.
2. The fractional undivided interest in and ownership of the 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 "Understanding
Your Investment-Statement of Financial Condition_Number of Units" in the
Prospectus for the Trust.
3. The aggregate number of Units described in Section 2.03(a) for the Trust
is that number of Units set forth under "Understanding Your Investment-Statement
of Financial Condition_Number of Units" in the Prospectus for the Trust.
4. The term "Deferred Sales Charge Payment Dates" shall mean the dates
specified for deferred sales fee installments under "Investment Summary-Fees and
Expenses" in the Prospectus for the Trust.
5. The term "Monthly Distribution Date" shall mean the "Distribution Dates"
set forth under "Investment Summary-Essential Information" in the Prospectus for
the Trust.
6. The term "First Settlement Date" shall mean the third Business Day
following the Initial Date of Deposit.
7. The term "Monthly Record Date" shall mean the "Record Dates" set forth
under "Investment Summary-Essential Information" in the Prospectus for the
Trust.
8. The Depositor's annual compensation as set forth under Section 3.15
shall be that dollar amount per 100 Units set forth under "Investment
Summary-Fees and Expenses-Annual operating expenses-Supervisory, evaluation and
administration fees" in the Prospectus for the Trust.
8. The first sentence of Section 7.04 is replaced in its entirety by the
following:
"For services performed under this Indenture the Trustee shall be
paid an annual fee in the amount per Unit set forth in the Trust
Agreement, which fee shall accrue daily and be computed based on the
number of Units outstanding as of January 1 of such year except for a
Trust during the year or years in which an initial offering period as
determined in Section 5.01 of this Indenture occurs, in which case the
fee for a month is based on the number of Units outstanding at the end
of such month (such annual fee to be pro rated for any calendar year
in which the Trustee provides services during less than the whole of
such year)."
9. The Trustee's annual compensation as set forth under Section 7.04, shall
be $0.0105 per Unit.
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IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to be
executed; all as of the day, month and year first above written.
FIXED INCOME SECURITIES, L.P.
By /s/ XXXX X. XXXXXXXX
------------------------------
Managing Director
CORPORATE ACKNOWLEDGMENT
STATE OF KANSAS }
}ss.
COUNTY OF SEDGWICK }
On the 26th day of July in the year 2005, before me personally came Xxxx X.
Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides in Wichita, Kansas; that he is Managing Director, of Fixed Income
Securities, L.P., the company described in and which executed the above
instrument; and that he signed his name thereto by authority of the general
partner of said company.
/s/ XXXXXXX X. XXXXX
--------------------------------
Notary Public
(Notarial Seal)
RPL Section 309 - Corporate-no seal
THE BANK OF NEW YORK
By /s/ XXXXXXX XXXXXXX
-----------------------------
Vice President
CORPORATE ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.
COUNTY OF KINGS }
On the 26th day of July in the year 2005, before me personally came
Xxxxxxx Xxxxxxx to me known, who, being by me duly sworn, did depose and say
that he resides in Brooklyn, New York; that he is a Vice President of The Bank
of New York, the company described in and which executed the above instrument;
and that he signed his name thereto by authority of the board of directors of
said company.
/s/ XXXXXXX X. XXXXX, XX.
--------------------------------
Notary Public
(Notarial Seal)
RPL Section 309 - Corporate-no seal
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SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
ADVISOR'S DISCIPLINED TRUST 40
Incorporated herein by this reference and made a part hereof
is the schedule set forth under "Portfolio" in the Prospectus for the Trust.
