EXHIBIT 1.1
TSC UITS 18
TRUST AGREEMENT
Dated: January 4, 2016
This Trust Agreement among TSC Distributors, LLC, as Depositor, Radiance
Asset Management, LLC as Evaluator and Supervisor, and The Bank of New York
Mellon, 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 TSC UITS, Effective for Unit Investment Trusts Investing in Equity
Securities Established On and After October 8, 2013" (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 Schedule A hereto have been deposited in
trust under this Trust Agreement.
2. The fractional undivided interest in and ownership of a 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 "Statements 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 a Trust
is that number of Units set forth under "Statements of Financial Condition--
Number of units" for such Trust in the Prospectus.
4. The term "Supervisor" shall mean Radiance Asset Management, LLC and its
successors in interest, or any successor supervisor appointed as hereinafter
provided.
5. The term "Deferred Sales Charge Payment Dates" shall mean the dates
specified for deferred sales fee installments under "Fees and Expenses" for each
Trust in the Prospectus.
6. The term "Distribution Date" shall mean the "Distribution Dates" set
forth under "Essential Information" for each Trust in the Prospectus.
7. The term "Mandatory Termination Date" shall mean the "Termination Date"
set forth under "Essential Information" for each Trust in the Prospectus.
8. The term "Record Date" shall mean the "Record Dates" set forth under
"Essential Information" for each Trust in the Prospectus.
9. Section 2.01(f)(iii) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"(iii) Not later than the time on the settlement date for
such subscription when the Trustee is to deliver or assign the
additional Units created pursuant to the Subscription Notice, the
Depositor shall deposit with the Trustee (a) any additional
Securities specified in the Subscription Notice (or contracts to
purchase such additional Securities together with cash or a
Letter of Credit in the amount necessary to settle such
contracts) or (b) cash or a Letter of Credit in an amount equal
to the aggregate value of the additional Securities specified in
the Subscription Notice to be acquired for the account of the
Trust, and adding or subtracting the difference between such
aggregate value and the product of (x) the Unit Value computed
pursuant to Section 6.01 for the Business Day preceding the Trade
Date times (y) the verified number of additional Units to be
created."
10. With respect to the TSC Zacks Dividend Leaders Portfolio and TSC
Sabrient Earnings Advantage Portfolio, Section 3.05(b)(ii) of the Standard Terms
and Conditions of Trust 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 balance in the Income Account
calculated on the basis of a fraction (the numerator of which is
one and the denominator of which is the total number of
Distribution Dates per year) of the estimated annual income to
the Trust for the ensuing twelve months computed as of the close
of
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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, provided, however, in connection with the first
Income Account Distribution Date such distribution will be calculated
based on the actual cash balance in the Income Account rather than on
the basis of the abovementioned fraction of the estimated annual
income to the Trust for the ensuing twelve months.
In the event that the amount on deposit in the Income
Account is not sufficient for the payment of the amount intended
to be distributed to Unitholders on the basis of the aforesaid
computation, the Trustee is authorized to advance its own funds
and cause to be deposited in and credited to the Income Account
such amounts as may be required to permit payment of the related
distribution to be made as aforesaid and shall be entitled to be
reimbursed, without interest, out of income payments received by
the Trust subsequent to the date of such advance. Any such
advance shall be reflected in the Income Account until repaid."
11. Section 3.10 of the Standard Terms and Conditions of Trust is hereby
amended by adding following immediately after Section 3.10(c):
"(d) (i) The Depositor may resign and be discharged
hereunder, by executing an instrument in writing resigning as
Depositor and filing the same with the Trustee, not less than
sixty (60) days before the date specified in such instrument when
such resignation is to take effect. Upon effective resignation
hereunder, the resigning Depositor shall be discharged and shall
no longer be liable in any manner hereunder except as to acts or
omissions occurring prior to such resignation and any successor
depositor appointed by the Trustee pursuant to Section 7.01(g).
Notice of such resignation and appointment of a successor
depositor shall be mailed by the Trustee to each Unitholder then
of record.
(ii) Any successor depositor appointed hereunder shall
execute, acknowledge and deliver to the Trustee an instrument
accepting such appointment hereunder, and such successor
depositor without any further act, deed or conveyance shall
become vested with all the rights, powers, duties and obligations
of its predecessor hereunder with like effect as if originally
named Depositor herein and shall be bound by all the terms and
conditions hereunder.
(iii) In case at any time the Depositor shall resign and
no successor depositor shall have been appointed and have
accepted
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appointment within thirty (30) days after notice of resignation has
been received by the Trustee, the Depositor may forthwith apply to a
court of competent jurisdiction for the appointment of a successor
depositor. Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, appoint a successor depositor.
(iv) Any entity into which the Depositor hereunder may be
merged or with which it may be consolidated, or any entity
resulting from any merger or consolidation to which the Depositor
hereunder shall be a party, shall be the successor depositor
under this Indenture without the execution or filing of any
paper, instrument or further act to be done on the part of the
parties hereto, anything herein, or in any agreement relating to
such merger or consolidation, by which the Depositor may seek to
retain certain powers, rights and privileges theretofore
obtaining for any period of time following such merger or
consolidation, to the contrary notwithstanding.
(v) Any resignation of the Depositor and appointment of a
successor depositor pursuant to this Section 3.10 shall become
effective upon acceptance of appointment by the successor
depositor as provided in Section 3.10(d)(ii)."
12. Radiance Asset Management LLC's annual compensation as set forth under
Section 3.13 shall be that dollar amount per 100 Units set forth under "Fees and
Expenses--Annual Operating Expenses--Portfolio Supervisory, evaluation and
administration fees" for each Trust in the Prospectus.
13. The sixth sentence of Section 3.14 of the Standard Terms and Conditions
of Trust is replaced in its entirety with the following:
"If the Trust is terminated pursuant to Section 7.01(h), the Depositor
agrees to reimburse Unitholders for any amounts for any Deferred Sales
Charge Payments collected by the Depositor to which it is not
entitled."
14. The sixth sentence of Section 3.15 of the Standard Terms and Conditions
of Trust is replaced in its entirety with the following:
"If the Trust is terminated pursuant to Section 7.01(h), the Depositor
agrees to reimburse Unitholders for any amounts of the Creation and
Development Fee collected by the Depositor to which it is not
entitled."
15. The Trustee's annual compensation as set forth under Section 7.04 shall
be $0.0105 per Unit.
16. The first sentence of the fourth paragraph of Section 9.02 of the
Standard Terms and Conditions of Trust is replaced in its entirety by the
following:
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"In connection with the termination of a Trust, the Trustee will liquidate
the Securities not segregated for in-kind distributions during such period and
in such daily amounts as the Depositor shall direct."
17. The first clause of the fifth paragraph of Section 9.02 of the Standard
Terms and Conditions of Trust is replaced in its entirety by the following:
"No later than the fifth business day following receipt of all proceeds of
sale of the Securities, the Trustee shall:"
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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.
TSC DISTRIBUTORS, LLC
By /s/ XXXXXX X. XXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxx
Chief Executive Officer
RADIANCE ASSET MANAGEMENT, LLC
By /s/ XXXXXX X. XXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxx
Chief Executive Officer
THE BANK OF NEW YORK MELLON
By /s/ XXXXXXX XXXXXXXX
-----------------------------
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
TSC UITS 18
Incorporated herein by this reference and made a part hereof
are the schedules set forth under "Portfolio" for each Trust in the
Prospectus.
