EXHIBIT 1.1
ADVISOR'S DISCIPLINED TRUST 78
TRUST AGREEMENT
Dated: April 19, 2006
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 Equity
Securities Established On and After August 5, 2004 (Including Advisor's
Disciplined Trust, Series 13 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 "Distribution Date" shall mean the "Distribution Dates" set
forth under "Investment Summary-Essential Information" in the Prospectus for the
Trust.
6. The term "Record Date" shall mean the "Record Dates" set forth under
"Investment Summary-Essential Information" in the Prospectus for the Trust.
7. Section 3.05(b)(ii) is replaced in its entirety with the following:
"(ii) For the purpose of this Section 3.05, the Unitholder's "Income
Distribution" shall be equal to such Unitholder's pro rata share of the
cash balance in the Income Account computed as of the business on the
Record Date immediately preceding such Income Distribution after deduction
of (1) the fees and expenses then deductible pursuant to Section 3.05(a)
and (2) the Trustee's estimate of other expenses properly chargeable to the
Income Account pursuant to the Indenture which have accrued, as of such
Record Date or are otherwise properly attributable to the period to which
such Income Distribution relates."
8. The Depositor's annual compensation as set forth under Section 3.13
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.
9. 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)."
10. 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
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Managing Director
CORPORATE ACKNOWLEDGMENT
STATE OF KANSAS }
}ss.
COUNTY OF SEDGWICK }
On the 19th day of April in the year 2006, 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 limited partnership described in and which executed the
above instrument; and that he signed his name thereto by authority of the
general partner of said limited partnership.
/s/ XXXXXX X. XXXXXXX
--------------------------------
Notary Public
(Notarial Seal)
RPL Section 309 - Corporate-no seal
THE BANK OF NEW YORK
By /s/ XXXXX XXXXXXXXX
-----------------------------
Vice President
CORPORATE ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.
COUNTY OF KINGS }
On the 19th day of April in the year 2006, before me personally came Xxxxx
Xxxxxxxxx to me known, who, being by me duly sworn, did depose and say that she
resides in Brooklyn, New York; that she is a Vice President of The Bank of New
York, the company described in and which executed the above instrument; and that
she signed her 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 78
Incorporated herein by this reference and made a part hereof
is the schedule set forth under "Portfolio" in the Prospectus for the Trust.
