Exhibit 1.2
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST
SERIES 21
TRUST AGREEMENT
Dated: August 4, 1998
This Trust Agreement dated as of August 4, 1998 between Delaware
Capital Management, Inc., as Depositor and The Chase Manhattan Bank, as
Evaluator and Trustee, sets forth certain provisions in full and incorporates
other provisions by reference to the document entitled "Delaware-Voyageur Unit
Investment Trust Series 9 and certain subsequent Series, Standard Terms and
Conditions of Trust Dated May 6, 1997" (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 Securities listed in Schedule A hereto have been
deposited in Trust under this Trust Agreement.
(b) The first sentence of the fifth paragraph of Section 5.02
of the Standard Terms and Conditions of Trust is hereby amended by
replacing the phrase "at least that number of Units" with "that number
of Units which meet the dollar amount requirements."
(c) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:
"The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as the
Depositor shall direct the Trustee in writing and the Trustee shall have no
responsibility therefor. The Distribution Agent acts solely as disbursing agent
in connection with purchases of Units pursuant to this Section and nothing
herein shall be deemed to constitute the Distribution Agent a broker in such
transactions."
(d) All references to Voyageur Fund Managers, Inc. in the
Standard Terms and Conditions of Trust shall be amended to refere to
Delaware Capital Management, Inc.
(e) Section 10.02 of the Standard Terms and Conditions of
Trust shall be deleted and replaced in its entirety with the following:
"Section 10.02. Initial Cost. Subject to reimbursement as
hereinafter provided, the cost of organizing the Trust and the sale of
the Trust Units shall be borne by the Depositor, provided, however,
that the liability on the part of the Depositor under this section
shall not include any fees or other expenses incurred in connection
with the administration of the Trust subsequent to the deposit referred
to in Section 2.01. At the conclusion of the primary offering period
(as certified by the Depositor to the Trustee), the Trustee shall
withdraw from the Account or Accounts specified in the Prospectus or,
if no Account is therein specified, from the Capital Account, and pay
to the Depositor the Depositor's reimbursable expenses of organizing
the Trust and sale of the Trust Units in an amount certified to the
Trustee by the Depositor. If the cash balance of the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as directed by
the Depositor, sell Securities identified by the Depositor, or
distribute to the Depositor Securities having a value, as determined
under Section 4.01 as of the date of distribution, sufficient for such
reimbursement. The reimbursement provided for in this section shall be
for the account of the Unit holders of record at the conclusion of the
primary offering period. Any assets deposited with the Trustee in
respect of the expenses reimbursable under this Section 10.02 shall be
held and administered as assets of the Trust for all purposes
hereunder. The Depositor shall deliver to the Trustee any cash
identified in the Statement of Net Assets of the Trust included in the
Prospectus not later than the expiration of the Delivery Period and the
Depositor's obligation to make such delivery shall be secured by the
letter of credit deposited pursuant to Section 2.01. Any cash which the
Depositor has identified as to be used for reimbursement of expenses
pursuant to this Section 10.02 shall be held by the Trustee, without
interest, and reserved for such purpose and, accordingly, prior to the
conclusion of the primary offering period, shall not be subject to
distribution or, unless the Depositor otherwise directs, used for
payment of redemptions in excess of the per Unit amount payable
pursuant to the next sentence. If a Unit holder redeems
Units prior to the conclusion of the primary offering period, the
Trustee shall pay to the Unit holder, in addition to the Redemption
Value of the tendered Units, unless otherwise directed by the
Depositor, an amount equal to the estimated per Unit cost of organizing
the Trust and the sale of Trust Units set forth in the Prospectus, or
such revision thereof most recently communicated to the Trustee by the
Depositor pursuant to Section 5.01, multiplied by the number of Units
tendered for redemption; to the extent the cash on hand in the Trust is
insufficient for such payment, the Trustee shall have the power to sell
Securities in accordance with Section 5.02. The Trustee, upon receipt
of notification and certification from the Depositor of the amount of
any reimbursable expenses relating to the sale of Trust Units incurred
by the Depositor subsequent to the conclusion of the primary offering
period, shall withdraw from the Capital Account as set forth above, and
pay to the Depositor such amount. As used herein, the Depositor's
reimbursable expenses of organizing the Trust and sale of the Trust
Units shall include the cost of the initial preparation and typesetting
of the registration statement, prospectuses (including preliminary
prospectuses), the indenture, and other documents relating to the
Trust, SEC and state blue sky registration fees, the cost of the
initial valuation of the portfolio and audit of the 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.
(f) Section 5.01 of the Standard Terms and Conditions of Trust shall be
amended as follows:
(i) The phrase "(3) amounts representing organizational expenses paid
from the Trust less amounts representing accrued organizational expenses of the
Trust, and (4) all other assets of the Trust;" in the first sentence shall be
replaced with ", and (3) all other assets of the Trust;".
(ii) The word "and" shall be removed from the end of section (2) in the
"Deduct" section of the first sentence of Section 5.01 and section (3) in the
"Deduct" section of the first sentence of Section 5.01 shall be deleted and
replaced in its entirety with the following:
"(3) amounts representing unpaid accrued organizational and
offering costs, and
(4) cash allocated for distribution to Unitholders of the
Trust Fund of record as of the business day prior to the
evaluation then being made."
(iii) The last paragraph of Section 5.01 shall be replaced in its
entirety with the following:
"Prior to the payment to the Depositor of its reimbursable
organizational and offering costs to be made at the conclusion
of the primary offering period in accordance with Section
10.02, for purposes of determining the Trust Fund
Evaluation under this Section 5.01, the Trustee shall rely
upon the amounts representing unpaid accrued organizational
and offering costs in the estimated amount per Unit set forth
in the Prospectus until such time as the Depositor notifies
the Trustee in writing of a revised estimated amount per Unit
representing unpaid accrued organizational and offering costs.
Upon receipt of such notice, the Trustee shall use this
revised estimated amount per Unit representing unpaid accrued
organizational and offering costs in determining the Trust
Fund Evaluation but such revision of the estimated expenses
shall not effect calculations made prior thereto and no
adjustment shall be made in respect thereof. Reimbursable
offering costs incurred by the Depositor subsequent to the
conclusion of the primary offering period shall be accounted
for as paid by the Trustee."
IN WITNESS WHEREOF, Delaware Capital Management, Inc. has caused this
Trust Agreement to be executed by its Assistant Vice President and The Chase
Manhattan Bank has caused this Trust Agreement to be signed by one of its Vice
Presidents or Second Vice Presidents all as of the day, month and year first
above written.
Delaware Capital Management, Inc., Depositor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Vice President/Assistant Secretary/Senior
Counsel
The Chase Manhattan Bank, Evaluator and Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 21
(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)
