Exhibit 1.2
VOYAGEUR TAX-EXEMPT TRUST
SERIES 9
TRUST AGREEMENT
Dated: February 20, 1997
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 February 20, 1997.
(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 deemed to
accrue at a daily rate over the time period specified for their
amortization provided 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: 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 9
(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)
