Exhibit 1.2
VOYAGEUR TAX-EXEMPT TRUST
SERIES 5
TRUST AGREEMENT
Dated: October 19, 1995
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 19, 1995.
(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.
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/ XXXXXXX X. XXXXXX
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Chief Financial Officer
INVESTORS FIDUCIARY TRUST COMPANY,
Trustee
By: /S/ XXX XXXXX
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Operations Officer
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
VOYAGEUR TAX-EXEMPT TRUST, SERIES 5
(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)
