Exhibit 1.2
VOYAGEUR TAX-EXEMPT TRUST
SERIES 8
TRUST AGREEMENT
Dated: October 17, 1996
This Trust Agreement between Voyageur Fund Managers, Inc., as Depositor,
and Investors Fiduciary Trust Company, 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 Voyageur Tax-Exempt Trust, Series 1
and Subsequent Series, Effective January 19, 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 Article I listed in Schedule A hereto have
been deposited in Trust under this Trust Agreement.
(b) The fractional undivided interest in and ownership of a Trust
represented by each unit for such Trust on the Initial Date of Deposit is
the amount set forth under "Summary of Essential Financial Information -
Fractional Undivided Interest in the Trust per Unit" in the Prospectus.
(c) For each Trust the Record Dates, Distribution Dates and the amount
of the first distribution of funds from the Interest Account shall be the
record dates, distribution dates and the amount set forth under "Summary of
Essential Financial Information" on page 3 of the Prospectus.
(d) The term "Initial Date of Deposit" for each Trust shall mean
October 17, 1996.
(e) The First Settlement Date shall be the date set forth under
"Summary of Essential Financial Information - First Settlement Date" in the
Prospectus.
(f) For the purposes of Section 4.03, the Evaluator shall receive for
providing evaluation services to the Fund that fee set forth in the section
captioned "Summary of Essential Financial Information" in the Prospectus.
(g) For the purposes of Section 8.01(g), the liquidation amount for
each Trust is hereby specified as the amount set forth under "Summary of
Essential Financial Information" appearing on page 3 of the Prospectus.
(h) For the purposes of Section 8.05, the compensation for the Trustee
shall be that fee set forth in the section captioned "Summary of Essential
Financial Information" appearing on page 3 of the Prospectus.
(i) For the purposes of Section 3.13, the Depositor shall receive for
providing supervisory services the each Trust that fee set forth in the
section captioned "Summary of Essential Financial Information" in the
Prospectus.
(j) For the purposes of Section 3.04(b), the balance of the Principal
Account must equal at least that amount specified in "Rights of Unitholders
Distributions of Interest and Principal" in the Prospectus.
(k) Section 10.02 of the Standard Terms and Conditions of Trust shall
be replaced in its entirety with the following:
"Section 10.02. Initial Cost. The expenses incurred in establishing a
Trust, including the cost of the initial preparation and typesetting of the
registration statement, prospectuses (including preliminary prospectuses),
the indenture, and other documents relating to a Trust, printing of
Certificates, Securities and Exchange Commission and state blue sky
registration fees, the costs of the initial valuation of the portfolio and
audit of a Trust, the initial fees and expenses of the Trustee, and legal
and other out-of-pocket expenses related thereto, but not including the
expenses incurred in the printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation and printing of
brochures and other advertising materials and any other selling expenses
shall be borne by the Trust, PROVIDED, however, the Trust shall not bear
such expenses in excess of the amount shown in the Statements of Net Assets
included in the Prospectus, and any such excess shall be borne by the
Depositor. To the extent the funds in the Interest and Principal Accounts
of the Trust shall be insufficient to pay the expenses borne by the Trust
specified in this Section 10.02, the Trustee shall advance out of its own
funds and cause to be deposited and credited to the Interest Account such
amount as may be required to permit payment of such expenses. The Trustee
shall be reimbursed for such advance in the manner provided in Section
3.04, and the provisions of Section 8.05 with respect to the reimbursement
of disbursements for Trust expenses, including, without limitation, the
lien in favor of the Trustee therefore, shall apply to the payment of
expenses made pursuant to this Section. For purposes of calculation of
distributions under Section 3.04 and the addition provided in clause (4) of
Section 5.01, the expenses borne by the Trust pursuant to this Section
shall be charged off against principal at the end of the initial offering
period as specified in the Prospectus; PROVIDED, however, that nothing
herein shall be deemed to prevent, and the Trustee shall be entitled to
full reimbursement for any advances made pursuant to this Section no later
than the termination of the Trust.
(l) Section 5.01 of the Standard Terms and Conditions of Trust shall
be amended by deleting the word "and" appearing immediately prior to
subsection (2) of such paragraph and inserting the following at the end of
subsection (3) of such paragraph:
", and (4) amounts representing organizational expenses paid less
amounts representing accrued organizational expenses of a Trust."
IN WITNESS WHEREOF, Voyageur Fund Managers, Inc. has caused this Trust
Agreement to be executed by its Chairman, President, Chief Financial Officer or
one of its Vice Presidents and Investors Fiduciary Trust Company has caused this
Trust Agreement to be executed by one of its Trust Officers all as of the day,
month and year first above written.
Voyageur Fund Managers, Inc., Depositor
By: /s/XXXXXX X. XXXXX
------------------------
Senior Vice President
INVESTORS FIDUCIARY TRUST COMPANY,
Trustee
By: /S/ XXX XXXXX
------------------------
Operations Officer
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
VOYAGEUR TAX-EXEMPT TRUST, SERIES 8
(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)
