EXHIBIT 1.1
GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1530
XXXXXXXX & XXXXXXXX PREFERRED PORTFOLIO, SERIES 40
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated as of August 31, 2016, between
Guggenheim Funds Distributors, LLC, as Depositor, 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 Series Formed on or Subsequent to December 18, 2001" (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
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 hereto have been deposited in the
Trust(s) under this Reference Trust Agreement as indicated on the attached
Schedule A.
(2) For the purposes of the definition of the term "Unit" in Article I, it
is hereby specified that the fractional undivided interest in and ownership of a
Trust(s) is the amount described in Amendment No. 1 to the Trust's Registration
Statement (Registration No. 333-213326) as filed with the Securities and
Exchange Commission today. The fractional undivided interest may (a) increase by
the number of any additional Units issued pursuant to Section 2.03, (b) increase
or decrease in connection with an adjustment to the number of Units pursuant to
Section 2.03, or (c) decrease by the number of Units redeemed pursuant to
Section 5.02.
(3) The term "Deferred Sales Charge" shall mean the "deferred sales fee" as
described in the Prospectus.
(4) The terms "Income Account Record Date" and "Capital Account Record
Date" shall mean the dates set forth under "Essential Information--Record Dates"
in the Prospectus.
(5) The terms "Income Account Distribution Date" and "Capital Account
Distribution Date" shall mean the dates set forth under "Essential
Information--Distribution Dates" in the Prospectus.
(6) The term "Initial Date of Deposit" shall mean the date of this
Reference Trust Agreement as set forth above.
(7) The definition of "Supplemental Indenture" is hereby deleted in its
entirety.
(8) The definition of "Addendum to the Reference Trust Agreement" is hereby
deleted in its entirety.
(9) The term "Additional Securities" shall mean such Securities which have
been deposited pursuant to Section 2.05 to effect an increase over the number of
Units initially specified in the Reference Trust Agreement.
(10) The number of Units of the Trust(s) referred to in Section 2.03 shall
be equal to the "Number of Units" in the Statement(s) of Financial Condition in
the Prospectus.
(11) Article III is hereby amended by adding the following section:
Section 3.23. Bookkeeping and Administrative Expenses. If so provided in
the Prospectus, as compensation for providing bookkeeping and other
administrative services of a character described in Section 26(a)(2)(C) of the
Investment Company Act of 1940 to the extent such services are in addition to,
and do not duplicate, the services to be provided hereunder by the Trustee or
the Depositor for providing supervisory services, the Depositor shall receive at
the times specified in Section 3.05, against a statement or statements therefor
submitted to the Trustee an aggregate annual fee in an amount which shall not
exceed that amount set forth in the Prospectus, calculated as specified in
Section 3.05. Such compensation may, from time to time, be adjusted provided
that the total adjustment upward does not, at the time of such adjustment,
exceed the percentage of the total increase, during the period from the Trust
Agreement to the date of any such increase, in consumer prices for services as
measured by the United States Department of Labor Consumer Price Index entitled
"All Services Less Rent of Shelter" or similar index as described under Section
3.18. The consent or concurrence of any Unitholder hereunder shall not be
required for any such adjustment or increase. Such compensations shall be paid
by the Trustee, upon receipt of invoice therefor from the Depositor, upon which,
as to the cost incurred by the Depositor of providing services hereunder the
Trustee may rely, and shall be charged against the Income and Capital Accounts
as specified in Section 3.05. The Trustee shall have no liability to any
Unitholder or other person for any payment made in good faith pursuant to this
Section.
If the cash balance in the Income and Capital Accounts shall be
insufficient to provide for amounts payable pursuant to this Section 3.23, the
Trustee shall have the power to sell (1) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02 hereof, or (2) if no
such Securities have been so designated, such Securities as the Trustee may see
fit to sell in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable pursuant to this Section 3.23. Any moneys payable
to the Depositor pursuant to this Section 3.23 shall be secured by a prior lien
on the Trust except that no such lien shall be prior to any lien in favor of the
Trustee under the provisions of Section 6.04.
Any moneys payable to the Depositor pursuant to this Section 3.23 shall be
secured by a prior lien on the Trust except that no such lien shall be prior to
any lien in favor of the Trustee under the provisions of Section 6.04.
(12) The phrases "supervisory services," "supervisory portfolio services"
and "portfolio supervisory services" in Sections 3.18 are hereby replaced with
the phrase "portfolio supervisory services and bookkeeping and administrative
expenses."
(13) Section 7.05 is hereby amended and replaced in its entirety with the
following:
Section 7.05. Compensation. The Depositor shall receive at the times set
forth in Sections 3.05, 3.18, 3.23 and 4.03 as compensation for performing
portfolio supervisory services, bookkeeping and administrative expenses and
evaluation services, such amount and for such periods as specified the
Prospectus and/or Reference Trust Agreement. The compensation for providing
portfolio supervisory services, bookkeeping and administrative expenses and
evaluation services shall be made on the basis of the largest number of units
outstanding at any time during the period for which such compensation is being
computed. At no time, however, will the total amount received by the Depositor
for services rendered to all series of Guggenheim Defined Portfolios in any
calendar year exceed the aggregate cost to them of supplying such services in
such year. Such rate may be increased by the Trustee from time to time, without
the consent or approval of any Unitholder, or the Depositor, by amounts not
exceeding the proportionate increase during the period from the date of such
Prospectus and/or Reference Trust Agreement to the date of any such increase, in
consumer prices as published either under the classification "All Services Less
Rent" in the Consumer Price Index published by the United States Department of
Labor or, IF such Index is no longer published, a similar index.
In the event that any amount of the compensation paid to the Depositor
pursuant to Sections 3.05, 3.18 and 3.23 and 4.03 is found to be an improper
charge against a Trust, the Depositor shall reimburse the Trust in such amount.
An improper charge shall be established if a final judgment or order for
reimbursement of the Trust shall be rendered against the Depositor and such
judgment or order shall not be effectively stayed or a final settlement is
established in which the Depositor agrees to reimburse the Trust for amounts
paid to the Depositor pursuant to this Section 7.05.
(14) The first two sentences of Section 3.22 are hereby amended and
replaced with the following:
Section 3.22. Creation and Development Fee. If the Prospectus related to a
Trust specifies a creation and development fee, the Trustee shall, on or
immediately after the end of the initial offering period, withdraw from the
Capital Account, an amount equal to the unpaid creation and development fee as
of such date and credit such amount to a special non-Trust account designated by
the Depositor out of which the creation and development fee will be distributed
to the Depositor (the "Creation and Development Account"). The creation and
development fee is the per unit amount specified in the Prospectus for the
Trust.
(15) Article III is hereby amended by adding the following section:
Section 3.24. License Fees. If so provided in the Prospectus, the Depositor
may enter into a Licensing Agreement (the "Agreement") with a licensor (the
"Licensor") described in the Prospectus in which the Trust(s), as consideration
for the licenses granted by the Licensor for the right to use its trademarks and
trade names, intellectual property rights or for the use of databases and
research owned by the Licensor, will pay a fee set forth in the Agreement to the
applicable Licensor or the Depositor to reimburse the Depositor for payment of
the expenses.
If the Agreement provides for an annual license fee computed in whole or
part by reference to the average daily net asset value of the Trust assets, for
purpose of calculating the accrual of estimated expenses such annual fee shall
accrue at a daily rate and the Trustee is authorized to compute an estimated
license fee payment (i) until the Depositor has informed the Trustee that there
will be no further deposits of additional Securities, by reference to an
estimate of the average daily net asset value of the Trust assets which the
Depositor shall provide the Trustee, (ii) thereafter and during the calendar
quarter in which the last business day of the period described in clause (i)
occurs, by reference to the net asset value of the Trust assets as of such last
business day, and (iii) during each subsequent calendar quarter, by reference to
the net asset value of the Trust assets as of the last business day of the
preceding calendar quarter. The Trustee shall adjust the net asset value (Trust
Fund Evaluation) as of the dates specified in the preceding sentence to account
for any variation between accrual of estimated license fee and the license fee
payable pursuant to the Agreement, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.
(16) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their
entirety with the following:
Section 2.05. Deposit of Additional Securities. (a) Subject to the
requirements set forth below in this Section, the Depositor may, on any Business
Day (the "Trade Date"), subscribe for Additional Units as follows:
(1) Prior to the Evaluation Time defined in Section 5.01 on the Trade Date,
the Depositor shall provide notice (the "Subscription Notice") to the Trustee of
the Depositor's intention to subscribe for Additional Units. The Subscription
Notice shall identify the Additional Securities to be acquired (unless such
Additional Securities are a precise replication of the then existing portfolio)
and shall either (i) specify the quantity of Additional Securities to be
deposited by the Depositor on the settlement date for such subscription or (ii)
instruct the Trustee to purchase Additional Securities with an aggregate cost as
specified in the Subscription Notice.
(2) Promptly following the Evaluation Time on such Business Day, the
Depositor shall verify with the Trustee, the number of Additional Units to be
created.
(3) Not later than the time on the settlement date for such subscription
when the Trustee is to deliver the Additional Units created thereby (which time
shall not be later than the time by which the Trustee is required to settle any
contracts for the purchase of Additional Securities entered into by the Trustee
pursuant to the instruction of the Depositor referred to in subparagraph (1)
above), the Depositor shall deposit with the Trustee (i) 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 (ii) cash or a letter of credit in the
amount equal to the aggregate cost of the Additional Securities to be purchased
by the Trustee, as specified in the Subscription Notice, together with, in each
case, Cash defined below. "Cash" means, as to the Capital Account, cash or other
property (other than Securities) on hand in the Capital Account or receivable
and to be credited to the Capital Account as of the Evaluation Time on the
Business Day preceding the Trade Date (other than amounts to be distributed
solely to persons other than persons receiving the distribution from the Capital
Account as holders of Additional Units created by the deposit), and, as to the
Income Account, cash or other property (other than Securities) received by the
Trust as of the Evaluation Time on the Business Day preceding the Trade Date or
receivable by the Trust in respect of dividends or other distributions declared
but not received as of the Evaluation Time on the Business Day preceding the
Trade Date, reduced by the amount of any cash or other property received or
receivable on any Security allocable (in accordance with the Trustee's
calculation of the monthly distribution from the Income Account pursuant to
Section 3.05) to a distribution made or to be made in respect of a Record Date
occurring prior to the Trade Date. Each deposit made pursuant to this Section
2.05 shall replicate, to the extent practicable, the portfolio immediately prior
to such deposit.
(4) On the settlement date for a subscription, the Trustee shall, in
exchange for the Securities and cash or Letter of Credit described above, issue
and deliver to or on the order of the Depositor the number of Units verified by
the Depositor with the Trustee. No Unit to be issued pursuant to this paragraph
shall be issued or delivered unless and until Securities, cash or a Letter of
Credit is received in exchange therefor and no person shall have any claim to
any Unit not so issued and delivered or any interest in the Trust in respect
thereof.
(5) Any Additional Securities shall be held, administered and applied by
the Trustee in the same manner as herein provided for the Securities.
(6) The acceptance of Additional Units by the Depositor in accordance with
the provisions of paragraph (a) of this Section shall be deemed a certification
by the Depositor that the deposit or purchase of Additional Securities
associated therewith complies with the conditions of this Section 2.05.
(7) Notwithstanding the preceding, in the event that the Depositor's
Subscription Notice shall instruct the Trustee to purchase Additional Securities
in an amount which, when added to the purchase amount of all other unsettled
contracts entered into by the Trustee, exceeds 25% of the value of the
Securities then held (taking into account the value of contracts to purchase
Securities only to the extent that there has been deposited with the Trustee
cash or an irrevocable letter of credit in an amount sufficient to settle their
purchase), the Depositors shall deposit with the Trustee concurrently with the
Subscription Notice cash or a letter of credit in an amount such that, when
added to 25% of the value of the Securities then held (determined as above) the
aggregate value shall be not less than the purchase amount of the securities to
be purchased pursuant to such Subscription Notice.
(b) Instructions to purchase Additional Securities under this Section shall
be in writing and shall direct the Trustee to purchase, or enter into contracts
to purchase, Additional Securities; such instructions shall also specify the
name, CUSIP number, if any, aggregate amount of each such Additional Security
and price or range of price. If, at the time of a subsequent deposit under this
Section, Securities of an Original Issue are unavailable, cannot be purchased at
reasonable prices or their purchase is prohibited or restricted by applicable
law, regulation or policies, in lieu of the portion of the deposit that would
otherwise be represented by those Securities, the Depositor may (A) deposit (or
instruct the Trustee to purchase) Securities of another Original Issue or (B)
deposit cash or a letter of credit with instructions to acquire the Securities
of such Original Issue when they become available.
(17) Section 9.05 is hereby revised to read as follows:
Section 9.05. Written Notice. Any notice, demand, direction or instruction
to be given to the Depositor, Evaluator or Supervisor hereunder shall be in
writing and shall be duly given if mailed or delivered to the Depositor, 0000
Xxxxxxxxx Xxxx Xxxxx, Xxxxx, Xxxxxxxx 00000, or at such other address as shall
be specified by the Depositor to the other parties hereto in writing.
(18) The second paragraph of Section 6.02 is replaced in its entirety as
follows:
An audit of the accounts of each Trust shall not be conducted unless the
Depositor determines that such an audit is required. In the event that the
Depositor determines that an audit is required, the accounts of each Trust shall
be audited not less than annually by independent public accountants designated
from time to time by the Depositor and reports of such accountants shall be
furnished by the Trustee, upon request, to Unitholders. The Trustee, however, in
connection with any such audits shall not be obligated to use Trust assets to
pay for such audits in excess of the amounts, if any, indicated in the
Prospectus relating to such Trust. The Trustee shall maintain and provide, upon
the request of a Unitholder or the Depositor, the Unitholders' or the
Unitholder's designated representative with the cost basis of the Securities
represented by the Unitholder's Units.
(19) The first paragraph of Section 6.04 is replaced in its entirety as
follows:
Section 6.04. Compensation. Subject to the provisions of Section 3.14
hereof, the Trustee shall receive at the times set forth in Section 3.05, as
compensation for performing ordinary normal recurring services under this
Indenture, an amount calculated at the annual compensation rate stated in the
Prospectus. The Trustee shall charge a pro rated portion of its annual fee at
the times specified in Section 3.05, which pro rated portion shall be calculated
on the basis of the largest number of Units in such Trust at any time during the
primary offering period. After the primary offering period has terminated, the
fee shall accrue daily and be based on the number of Units outstanding on the
first business day of each calendar year in which the fee is calculated or the
number of Units outstanding at the end of the primary offering period, as
appropriate. The Trustee may from time to time adjust its compensation as set
forth above, provided that total adjustment upward does not, at the time of such
adjustment, exceed the percentage of the total increase, after the date hereof,
in consumer prices for services as measured by the United States Department of
Labor Consumer Price Index entitled "All Services Less Rent," or, if such index
shall cease to be published, then as measured by the available index most nearly
comparable to such index. The consent or concurrence of any Unitholder hereunder
shall not be required for any such adjustment or increase, however, the consent
of the Depositor shall be required. Such compensation shall be charged by the
Trustee against the Income and Capital Accounts of each Trust; provided,
however, that such compensation shall be deemed to provide only for the usual,
normal and proper functions undertaken as Trustee pursuant to this Indenture.
(20) Section 2.03 is hereby amended and replaced in its entirety with the
following:
Section 2.03. Issuance of Units. By executing the Reference Trust Agreement
and receipt for deposited Securities, the Trustee will thereby acknowledge
receipt of the deposit of the Securities listed in the Schedules to the
Reference Trust Agreement and referred to in Section 2.01 hereof, and
simultaneously with the receipt of said deposit, has recorded on its books the
ownership, by the Depositor or such other person or persons as may be indicated
by the Depositor, of the aggregate number of Units specified in the Reference
Trust Agreement and has delivered, or on the order of the Depositor will
deliver, in exchange for such Securities, cash or a Letter of Credit,
documentation evidencing the ownership of the number of Units specified or, if
requested by the Depositor, the ownership by DTC of all such Units and will
cause such Units to be credited at DTC to the account of the Depositor or,
pursuant to the Depositor's direction and as hereafter provided, the account of
the issuer of the Letter of Credit referred to in Section 2.01. The number of
Units in a Trust may be increased through a split of the Units or decreased
through a reverse split thereof, as directed by the Depositor, on any day on
which the Depositor is the only Unitholder of such Trust, which revised number
of Units shall be recorded by the Trustee on its books. Effective as of the
Evaluation Time on August 31, 2016, in the event that the aggregate value of
Securities in the Trust has increased since the evaluation on August 30, 2016,
the Trustee shall issue such number of additional Units to the Unitholder of
outstanding Units as of the close of business on August 31, 2016, that the price
per Unit computed as of the Evaluation Time on August 31, 2016, plus the maximum
applicable sales charge shall equal approximately $10 per Unit (based on the
number of Units outstanding as of said Evaluation Time, including the additional
Units issued pursuant to this sentence); in the event that the aggregate value
of Securities in the Trust Fund has decreased since the evaluation on August 30,
2016, there will be a reverse split of the outstanding Units, and said
Unitholder will surrender to the Trustee for cancellation such number of Units,
that the price per Unit computed as of the Evaluation Time on August 31, 2016,
plus the maximum applicable sales charge shall equal approximately $10 per Unit
(based on the number of Units outstanding as of said Evaluation Time, reflecting
cancellation of Units pursuant to this sentence). The Trustee hereby agrees that
on the date of any deposit of additional Securities pursuant to Section 2.05 it
shall acknowledge that the additional Securities identified therein have been
deposited with it by recording on its books the ownership, by the Depositor or
such other person or persons as may be indicated by the Depositor, of the
aggregate number of Units to be issued in respect of such additional Securities
so deposited.
(21) Section 2.01 is hereby amended and replaced in its entirety with the
following:
Section 2.01. Deposit of Securities. The Depositor, on the date of the
Reference Trust Agreement, has deposited with the Trustee in trust the
Securities and contracts (or cash or a Letter of Credit in the amount necessary
to settle any contracts for the purchase of Securities entered into by the
Trustee pursuant to the instructions of the Depositor) for the purchase of
Contract Securities listed in the Schedules to the Reference Trust Agreement in
bearer form or duly endorsed in blank or accompanied by all necessary
instruments of assignment and transfer in proper form or Contract Securities
relating to such Securities to be held, managed and applied by the Trustee as
herein provided. The Depositor shall deliver the Securities listed on said
Schedules which were not actually delivered concurrently with the execution and
delivery of the Reference Trust Agreement and which were represented by Contract
Securities to the Trustee within 10 calendar days after said execution and
delivery (the "Delivery Period"). In the event that the purchase of Contract
Securities pursuant to any contract shall not be consummated in accordance with
said contract or if the Securities represented by Contract Securities are not
delivered to a Trust in accordance with this Section 2.01 and the moneys, or, if
applicable, the moneys drawn on the Letter of Credit, deposited by the Depositor
are not utilized for Section 3.17 purchases of Replacement Securities, such
funds, to the extent of the purchase price of Failed Contract Securities for
which no Replacement Security were acquired pursuant to Section 3.17, plus all
amounts described in the next succeeding sentence, shall be credited to the
Capital Account and distributed pursuant to Section 3.05 to Unitholders of
record as of the Income Account Record Date next following the failure of
consummation of such purchase. The Depositor shall cause to be refunded to each
Unitholder his pro rata portion of the sales charge levied on the sale of Units
to such Unitholder attributable to such Failed Contract Security. Any amounts
remaining from moneys drawn on the Letter of Credit which are not used to
purchase Replacement Securities or are not used to provide refunds to
Unitholders shall be paid to the Depositor. The Trustee is hereby irrevocably
authorized to effect registration or transfer of the Securities in fully
registered form to the name of the Trustee or to the name of its nominee or to
hold the Securities in a clearing agency registered with the Securities and
Exchange Commission or in a book entry system operated by the Federal Reserve
Board.
(22) The first two sentences in the first paragraph of Section 3.11 are
hereby deleted and replaced in their entirety with the following:
In the event that an offer by the issuer of any of the Securities or any
other party shall be made to issue new securities, or to exchange securities,
for Trust Securities, the Trustee will, at the direction of the Depositor,
accept or reject such offer or vote for or against any offer to new or exchanged
securities or property in exchange for a Trust Security. Should any issuance,
exchange or substitution be effected, any securities, cash and/or property
received shall be deposited hereunder and shall be promptly sold, if securities
or property, by the Trustee pursuant to the Depositor's direction, unless the
Depositor advises the Trustee to keep such securities or property.
(23) Section 3.05 is hereby amended by adding the following as subsection
(c):
(c) Notwithstanding the foregoing, if a Trust has elected to be treated as
a "regulated investment company" as defined in the Internal Revenue Code, the
Trustee may make such additional distributions to Unitholders as shall be
determined by the Depositor or such agent as the Depositor shall designate to be
necessary or desirable to maintain the status of each Trust as a regulated
investment company or to avoid imposition of any income or excise taxes on
undistributed income of the Trust. The Trustee shall be authorized to rely
conclusively upon the direction, and shall have no duty to make any additional
distributions from a Trust in the absence of such direction. The Trustee shall
have no liability for any tax or other liability incurred by reason of action or
inaction resulting from such direction. The fees of such agent designated by the
Depositor shall be an expense of the Trust reimbursable to the Trustee in
accordance with Section 6.04.
(24) Section 9.01 is hereby amended by adding the following as subsection
(d):
(d) If a Trust has elected to be treated as a "regulated investment
company" as defined in the Internal Revenue Code and notwithstanding Section
9.01(a), this Indenture may be amended from time to time by the Depositor and
the Trustee without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provisions contained herein which may
be defective or inconsistent with any other provision contained herein; (2) to
change any provision hereof as may be required by the Securities and Exchange
Commission or any successor governmental agency exercising similar authority;
(3) to make such amendments as may be necessary for each Trust to continue to
qualify as a regulated investment company for federal income tax purposes; or
(4) to make such other provisions in regard to matters or questions arising
hereunder as shall not materially adversely affect the interest of the
Unitholders (as determined in good faith by the Depositor and the Trustee). This
Indenture may also be amended from time to time by the Depositor and the Trustee
(or the performance of any of the provisions of this Indenture may be waived)
with the consent of holders of Units representing 66-2/3% of the Units at the
time outstanding under the Trust Indenture of the individual Trust or Trusts
affected for the purpose of adding any provisions of this Indenture or of
materially modifying in any manner the rights of the holders of Units of such
Trust or Trusts; provided, however, that in no event may any amendment be made
which would (1) alter the rights to the Unitholders as against each other, (2)
provide the Trustee with the power to engage in business or investment
activities other than as specifically provided in this Indenture or (3)
adversely affect the characterization of a Trust as a regulated investment
company for federal income tax purposes; provided, further, that the consent of
100% of the Unitholders of any individual Trust is required to amend this
Indenture (1) to reduce the aforesaid percentage of Units the holders of which
are required to consent to certain amendments and (2) to reduce the interest in
such Trust represented by any Units of such Trust.
Promptly after the execution of any amendment requiring the consent of the
Unitholders or any of any other amendment if directed by the Depositor, the
Trustee shall furnish written notification of the substance of such amendment to
each Unitholder then of record affected thereby.
It shall not be necessary for the consent of Unitholders under this Section
9.01 or under Section 9.02 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Unitholders shall be subject to such
reasonable regulations as the Trustee may prescribe.
(25) Section 3.01 is hereby amended by as follows:
Section 3.01. Initial Costs. Subject to reimbursement as hereinafter
provided, the cost of organizing a Trust and 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. Upon notification from the Depositor that
the primary offering period is concluded, or after six months, at the discretion
of the Depositor, the Trustee shall withdraw from the Account or Accounts
specified in the Prospectus or, if no Account is therein specified, from the
Capital Account as further set forth in Section 3.03, 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 but not in
excess of the estimated per-Unit amount set forth in the Prospectus multiplied
by the number of Units outstanding as of the conclusion of the primary offering
period. 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. Securities sold or distributed to the
Depositor to reimburse the Depositor pursuant to this Section shall be sold or
distributed by the Trustee to the extent practicable, in the percentage ratio
then existing (unless the Trust elects to be treated as a "regulated investment
company" as defined in the United States Internal Revenue Code (the "Internal
Revenue Code"), in which case sales or distributions by the Trustee shall be
made in accordance with the instructions of the Depositor or its designees). The
reimbursement provided for in this Section shall be for the account of the
Unitholders 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 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 Financial Condition of the Trust included in the
Prospectus not later than the First Settlement Date 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 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 Unitholder redeems Units prior to the conclusion of the
primary offering period, the Trustee shall pay to the Unitholder, in addition to
the Redemption Price of the tendered Units, an amount equal to the estimated
per-Unit cost of organizing the Trust and the sale of Trust Units set forth in
the Prospectus 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.
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, Securities and Exchange Commission and state blue sky registration fees,
the cost of the initial valuation of the portfolio and audit of the Trust, the
costs of a portfolio consultant, if any, 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.
(26) Section 9.01(a)(iii) is hereby amended as follows:
(a)(iii) to make such other provision regarding matters or questions
arising hereunder as shall not materially adversely affect the interests of the
Unitholders; provided, however, that in no event may any amendment be made which
would adversely affect the status of a Trust for federal income tax purposes.
(27) Notwithstanding the foregoing, no In Kind Distribution requests made
pursuant to Section 5.02 and submitted during the 30 business days prior to the
Trust's Mandatory Termination Date will be honored. In addition, no unitholder
will be eligible for an In Kind Distribution of securities pursuant to Section
9.02. Furthermore, the availability of In Kind Distributions may be modified or
discontinued as described in the Prospectus.
(28) Section 3.15 is hereby deleted and replaced in its entirety with the
following:
Section 3.15. Regulated Investment Company Election. If so provided in the
Prospectus for a Trust Fund, such Trust Fund elects to be treated and to qualify
as a "regulated investment company" as defined in the Internal Revenue Code, and
the Trustee is hereby directed to make such elections, including any appropriate
election to be taxed as a corporation, as shall be necessary to effect such
qualification. In addition, the Trustee is authorized to take any actions
necessary to allow a Trust Fund to qualify as a regulated investment company.
(29) All references to The Bank of New York in the Standard Terms and
Conditions of the Trust shall be replaced with "The Bank of New York Mellon."
(30) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of the Trust, Section 3.19 is hereby amended by adding the following
paragraph:
In limited circumstances and only if deemed in the best interests of the
Unitholders, the Depositor is authorized to instruct the Trustee to change the
dates on which the deferred sales charge is deducted as described in the
Prospectus. The deferred sales charge payment dates may be delayed: (i) in order
for a Trust which is a widely held fixed investment trust as defined in Treas.
Reg. Section 1.671-5(b)(22) to report in accordance with any of the safe harbor
methods described in Treas. Reg. Section 1.671-5(f); or (ii) in order for a
Trust which is a regulated investment company as defined by the Internal Revenue
Code to maintain its qualification as a regulated investment company. The
Trustee shall have no liability for any tax or other liability incurred by
reason of action or inaction resulting from such direction. The Depositor will
amend the Prospectus to include the new dates on which the deferred sales charge
will be collected and distributing such notice to Unitholders.
(31) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 3.19 shall be amended by adding the following
sentences at the end thereof:
"To the extent permitted by applicable law and regulatory authorization,
unpaid portions of the deferred sales charge shall be secured by a lien on the
Trust in favor of the Depositor, provided that such lien shall be subordinate to
the lien of the Trustee granted by Section 6.04 of the Standard Terms and
Conditions of Trust. To the extent of such lien, the Trustee shall hold the
assets of the Trust for the benefit of the Depositor, provided that the Trustee
is authorized to make dispositions, distributions and payments for expenses in
the ordinary course of the administration of the Trust without regard to such
lien."
(32) All reference to Claymore Securities, Inc. in the Standard Terms and
Conditions of Trust shall be replaced with "Guggenheim Funds Distributors, LLC"
(33) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of the Trust, the first paragraph of Section 9.02 is hereby amended
and restated to read as follows:
This Indenture and each Trust created hereby shall terminate upon the
maturity, redemption, sale or other disposition as the case may be of the last
Security held in such Trust hereunder unless sooner terminated as hereinbefore
specified, and may be terminated (i) at any time by the written consent of
Unitholders representing at least 66-2/3% of the Units then outstanding or (ii)
if stated in the Prospectus, if the per unit net asset value reaches or exceeds
15% above its initial net asset value as calculated on the date of deposit, net
of the upfront sales charge and other related investment expenses; provided that
in no event shall any Trust continue beyond the Mandatory Termination Date. If
the value of a Trust shall be less than the applicable minimum value stated in
the prospectus (generally 20% of the total value of securities deposited in the
Trust during the initial offering period), the Trustee may in its discretion,
and shall, when so directed by the Depositor, terminate the Trust. Upon the date
of termination the registration books of the Trustee shall be closed.
(34) Section 3.05(b)(ii) is hereby amended and replaced in its entirety
with the following:
For the purposes of this Section 3.05, the term "Income Distribution" shall
be calculated as set forth in subparagraph (A), below, unless the Prospectus
provides for the averaging of income distributions, in which case, "Income
Distribution" shall be shall be calculated as set forth in subparagraph (B),
below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:
(A) such Unitholder's pro rata share of the cash balance (other than any
amortized discount) in the Income Account computed as of the close of business
on the Income Account 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
Income Account Record Date or are otherwise properly attributable to the period
to which such Income Distribution relates; or
(B) 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 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.
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 in paragraph (B), 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.
(35) The definitions of "Contract Securities," "Equity Securities" and
"Securities" in Section 1.01 are hereby amended and replaced in their entirety
with the following:
"Contract Securities" shall mean Securities which are not actually
delivered concurrently with the execution and delivery of the Reference Trust
Agreement and which are to be acquired by a Trust pursuant to contracts,
including (i) Securities listed in Schedule A to the Reference Trust Agreement
and (ii) Securities which the Depositor has contracted to purchase for the Trust
pursuant to Section 2.01.
"Equity Securities" shall mean any equity securities of corporations or
other entities (including such securities held in American Depositary Receipt
("ADRs") or similar form) including delivery statements related to contracts, if
any, for the purchase of certain securities and cash, certified or bank check or
checks or letter of credit or letters of credit sufficient in amount or
availability required for such purchase, deposited in irrevocable trust and
listed on Schedule A of the Reference Trust Agreement, and any securities
received in addition to, or in exchange, substitution or replacement for, such
securities pursuant to Sections 2.01, 3.10 and 3.17 hereof, as may from time to
time continue to be held as a part of the Trust."
"Securities" shall mean the securities of corporations or other entities,
including Contract Securities, Fixed Income Securities and Equities Securities,
deposited in irrevocable trust and listed in the Schedules to the Reference
Trust Agreement or which are deposited in or purchased on behalf of a Trust
pursuant to Section 2.05 or as otherwise permitted hereby, and any securities
received in exchange, substitution or replacement for such securities, as may
from time to time continue to be held as a part of the Trusts.
(36) Section 1.01 is hereby amended by adding the following definition of
"Fixed Income Securities":
"Fixed Income Securities" shall mean debt obligations, including delivery
statements relating to "when issued" and/or "regular way" contracts, if any, for
the purchase of certain fixed income securities and cash, certified or bank
checks or checks or letter of credit or letters of credit sufficient in amount
or availability required for such purchase, deposited in irrevocable trust and
listed in Schedule A of the Reference Trust Agreement, and any obligations
received in addition to, or in exchange, substitution or replacement for, such
obligations pursuant to Sections 2.01, 3.10, 3.17 and 3.21 hereof, as may from
time to time continue to be held as part of the Trust.
(37) The first paragraph of Section 3.02 is hereby amended and replaced in
its entirety with the following:
Income Account. The Trustee shall collect the dividends, interest or other
like cash distributions on the Securities in each Trust as such becomes payable
(including all moneys representing penalties for the failure to make timely
payments on the Securities, or as liquidated damages for default or breach of
any condition or term of the Securities or of the underlying instrument relating
to any Securities and other income attributable to a Failed Contract Security
for which no Replacement Security has been obtained pursuant to Section 3.17
hereof and interest accrued but unpaid prior to the date of deposit of the
Securities, if applicable, in Trust and including that part of the proceeds of
the sale, liquidation, redemption, prepayment or maturity of any Fixed Income
Securities or insurance payments thereon which represent interest thereon, if
applicable) and credit such income to a separate account for each Trust to be
known as the "Income Account."
(38) Section 3.06(A)(1) is hereby amended and replaced in its entirety with
the following:
(1) The amount of income received on the Securities (including income
received as a portion of the proceeds of any disposition of Securities) and
accreted original discount on the Fixed Income Securities;
(39) Section 3.07 is hereby amended and replaced in its entirety with the
following:
Section 3.07. Sale of Securities. (a) If necessary, in order to maintain
the sound investment character of a Trust, the Depositor may direct the Trustee
to sell, liquidate or otherwise dispose of Securities in such Trust at such
price and time and in such manner as shall be determined by the Depositor,
provided that the Supervisor has determined, if appropriate, that any one or
more of the following conditions exist with respect to such Securities:
(i) That there has been a default on any of the Securities in the payment
of principal, interest or dividends, after declared and when due and payable;
(ii) That any action or proceeding has been instituted at law or equity
seeking to restrain or enjoin the payment of dividends on Equity Securities, or
that there exists any legal question or impediment affecting such Equity
Securities or the payment of dividends from the same;
(iii) That there has occurred any breach of covenant or warranty in any
document relating to the issuer of the Securities which would adversely affect
either immediately or contingently the payment of dividends from the Equity
Securities or the debt service on the Fixed Income Securities, or the general
credit standing of the issuer or otherwise impair the sound investment character
of such Securities;
(iv) That there has been a default in the payment of dividends, interest,
principal of or income or premium, if any, on any other outstanding obligations
of the issuer or guarantor of such Securities;
(v) That the price of any Security has declined to such an extent or other
such credit factors exist so that in the opinion of the Supervisor, as evidenced
in writing to the Trustee, the retention of such Securities would be detrimental
to the Trust and to the interest of the Unitholders;
(vi) That all of the Securities in the Trust will be sold pursuant to
termination of the Trust pursuant to Section 9.02 hereof;
(vii) That such sale is required due to Units tendered for redemption;
(viii) That there has been a public tender offer made for a Security or a
merger or acquisition is announced affecting a Security, and that in the opinion
of the Supervisor the sale or tender of the Security is in the best interest of
the Unitholders;
(ix) That such sale is necessary or advisable (A) to maintain the
qualification of the Trust as a regulated investment company or (B) to provide
funds to make any distribution for a taxable year in order to avoid imposition
of any income or excise taxes on the Trust or on undistributed income in the
Trust;
(x) That as result of the ownership of the Security, the Trust or its
Unitholders would be a direct or indirect shareholder of a passive foreign
investment company as defined in section 1297(a) of the Code;
(xi) That such sale is desirable because a Security is determined to be
taxed as a partnership for U.S. Federal tax purposes;
(xii) That the Supervisor or its designee determines that such sale is
appropriate;
(xiii) That any action or proceeding has been instituted at law or equity
seeking to restrain or enjoin the payment of principal or interest, or both, on
any Fixed Income Security, attacking the constitutionality of any enabling
legislation or alleging and seeking to have judicially determined the illegality
of the issuing body or the constitution of its governing body or officers, the
illegality, irregularity or omission of any necessary acts or proceedings
preliminary to the issuance of such Fixed Income Securities, or seeking to
restrain or enjoin the performance by the officers or employees of any such
issuing body of any improper or illegal act in connection with the
administration of funds necessary for debt service on such Fixed Income
Securities or otherwise; or that there exists any other legal question or
impediment affecting such Fixed Income Securities or the payment of debt service
on the same;
(xiv) That Fixed Income Securities are the subject of an advanced
refunding. For the purposes of this Section 3.07(a)(xiv), "an advanced
refunding" shall mean when refunding Fixed Income Securities are issued and the
proceeds thereof are deposited in an irrevocable trust to retire the Fixed
Income Securities on or before their redemption date;
(xv) If the Trust holds Fixed Income Securities, that as of any Record Date
such Securities are scheduled to be redeemed and paid prior to the next
succeeding monthly Distribution Date; provided, however, that as the result of
such sale the Trustee will receive funds in an amount sufficient to enable the
Trustee to include in the next distribution from the Capital Account on such
next succeeding monthly Distribution Date at least $1.00 per 100 Units; or
(xvi) That such sale is necessary for the Trust to comply with such federal
and/or state securities laws, regulations and/or regulatory actions and
interpretations which may be in effect from time to time.
(b) Upon receipt of a direction from the Depositor to dispose of Securities
as described in this Section 3.07, upon which the Trustee shall rely, the
Trustee shall proceed to sell or liquidate the specified Securities in
accordance with such direction, and upon the receipt of the proceeds of any such
sale or liquidation, after deducting therefrom any fees and expenses of the
Trustee connected with such sale or liquidation and any brokerage charges, taxes
or other governmental charges shall deposit such net proceeds in the applicable
Capital Account; provided, however, that the Trustee shall not liquidate or sell
any Securities upon a direction from the Depositor pursuant to Section
3.07(a)(xv), unless the Trustee shall receive on account of such sale or
liquidation the full principal amount of such Securities, plus the premium, if
any, and the interest accrued and to accrue thereon to the date of the
redemption of such Securities.
(c) The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any sale made pursuant to any such
direction or by reason of the failure of the Depositor to give any such
direction, and in the absence of such direction the Trustee shall have no duty
to sell or liquidate any Securities under this Section 3.07.
(40) The first sentence of Section 3.12 is hereby amended and replaced in
its entirety with the following:
If at any time a dividend (once due and payable) on any of the Equity
Securities shall not have been paid or the principal or interest on any of the
Fixed Income Securities shall be in default and not paid or provisions for
payment thereof shall not have been duly made, within 30 days be in default, the
Trustee shall notify the Depositor thereof.
(41) Article III is hereby amended by adding the following two sections:
Section 3.25. Trustee Not Required to Amortize. Nothing in this Indenture,
or otherwise, shall be construed to require the Trustee to make any adjustments
between the Income and Capital Accounts of any Trust by reason of any premium or
discount in respect of any of the Fixed Income Securities.
Section 3.21. Refunding Securities. In the event that an offer shall be
made by an obligor of any of the Fixed Income Securities in a Trust to issue new
obligations in exchange and substitution for any issue of Fixed Income
Securities pursuant to a plan for the refunding or refinancing of such Fixed
Income Securities, the Depositor shall instruct the Trustee in writing to reject
such offer and either to hold or sell such Fixed Income Securities, except that
if (A) the issuer is in default with respect to such Fixed Income Securities or
(B) in the opinion of the Depositor, given in writing to the Trustee, the issuer
will probably default with respect to such Fixed Income Securities in the
reasonably foreseeable future, the Depositor shall instruct the Trustee in
writing to accept or reject such offer or take any other action with respect
thereto as the Depositor may deem proper. Any obligation so received in exchange
shall be deposited hereunder and shall be subject to the terms and conditions of
this Indenture to the same extent as the Fixed Income Securities originally
deposited hereunder. Within five days after such deposit, notice of such
exchange and deposit shall be given by the Trustee to each Unitholder of such
Trust, including an identification of the Fixed Income Securities eliminated and
the securities substituted therefor.
(42) Sections 4.01(b) and 4.01(c) are hereby amended and replaced in their
entirety with the following:
(b) During the initial offering period of a Trust (as determined by the
Depositor) such Evaluation shall be made in the following manner: (i) with
respect to Securities for which market quotations are readily available, such
Evaluation shall be made on the basis of the current market value of such
Securities; and (ii) with respect to other Securities' such Evaluation shall be
made on the basis of the fair value of such Securities as determined in good
faith by the Evaluator. If the Securities are listed on a national or foreign
securities exchange and market quotations of such Securities are not readily
available, the market value of such Securities shall generally be based on the
last available closing sale price on or immediately prior to the Evaluation Time
on the exchange which is the principal market therefor, which shall be deemed to
be the New York Stock Exchange if the Securities are listed thereon (unless the
Evaluator deems such price inappropriate as a basis for evaluation) or, if there
is no such available closing sale price on such exchange or market at the last
available offer prices of the Securities. Securities not listed on the New York
Stock Exchange but principally traded on the Nasdaq National Market System will
be valued at Nasdaq's official close price. If the Securities are not so listed
or, if so listed and the principal market therefor is other than on such
exchange, or if there is no such available sale price on such exchange or if the
Evaluator determines that such price is inappropriate as a basis for evaluation,
such Evaluation shall generally be based on the following methods or any
combination thereof whichever the Evaluator deems appropriate: (i) in the case
of Equity Securities, on the basis of the current offer price for comparable
securities on the over-the-counter market (unless the Evaluator deems such price
inappropriate as a basis for evaluation), (ii) on the basis of current offering
prices for the Fixed Income Securities as obtained from investment dealers or
brokers who customarily deal in securities comparable to those held by the
Trust; (iii) if current ask or offering prices are not available for the
Securities, on the basis of current ask or offering prices for comparable
securities, (iv) by determining the valuation of Securities on the ask or
offering side of the market by appraisal, (v) by utilizing a securities pricing
service to help determine the value of each issue so long as the service uses a
similar methodology to determine securities prices; or (vi) by any combination
of the above. With respect to shares issued by investment companies registered
under the Investment Company Act of 1940 that are not listed on a national or
foreign securities exchange, such valuations shall be made on the basis of the
current net asset value of such shares as determined by the issuers of such
shares. If the Trust holds Securities denominated in a currency other than U.S.
dollars, the Evaluation of such Security shall be converted to U.S. dollars
based on current offering side exchange rates (unless the Evaluator deems such
prices inappropriate as a basis for valuation). The Evaluator shall add to the
Evaluation of such Security which is traded principally on a foreign securities
exchange the amount of any commissions and relevant taxes associated with the
acquisition of the Security. As used herein, the closing sale price is deemed to
mean the most recent closing sale price on the relevant securities exchange at
or immediately prior to the Evaluation Time. For each Evaluation, the Trustee
shall also confirm and furnish to the Depositor the calculation of the Trust
Fund Evaluation to be computed pursuant to Section 5.01
(c) After the initial offering period of Units of a Trust (as determined by
the Depositor), Evaluation of the Securities shall be made in the manner
described in Section 4.01(b), on the basis of the bid side value of the relevant
currency exchange rate expressed in U.S. dollars and, except in those cases in
which the Securities are listed on a national or foreign securities exchange and
the last available sale prices are utilized, on the basis of the last available
bid price of the Securities. In addition, the Evaluator may reduce the
Evaluation of each Security which is principally traded outside of the United
States by the amount of any liquidation costs (other than brokerage costs
incurred on any national securities exchange) and any capital gains or other
taxes which would be incurred by the Trust upon the sale of such Security, such
taxes being computed as if the Security were sold on the date of the Evaluation.
(43) The first paragraph of Section 5.01 is hereby amended and replaced in
its entirety with the following:
Section 5.01. Trust Evaluation. As of the Evaluation Time (a) on the last
Business Day of each year, (b) on the day on which any Unit is tendered for
redemption and (c) on any other day desired by the Trustee or requested by the
Depositor, the Trustee shall: add (i) all moneys on deposit in a Trust or moneys
in the process of being collected from matured interest coupons or bonds matured
or called for redemption prior to maturity (excluding (A) cash, cash equivalents
or Letters of Credit deposited pursuant to Section 2.01 hereof for the purchase
of Contract Securities, unless such cash or Letters of Credit have been
deposited in the Income and Capital Accounts because of failure to apply such
moneys to the purchase of Contract Securities pursuant to the provisions of
Sections 2.01, 3.02 and 3.03 hereof and (B) moneys credited to the Reserve
Account pursuant to Section 3.04 hereof), plus (ii) the aggregate Evaluation of
all Securities (including Contract Securities and additional Securities for
which purchase contracts have been entered into pursuant to the Depositor's
instructions pursuant to Section 2.05, less the purchase price of such
contracts) on deposit in such Trust (such Evaluation to be made on the basis of
the aggregate underlying value of the Securities as determined in Section
4.01(b) for the purpose of computing redemption value of Units as set forth in
Section 5.02 hereof), plus (iii) all other income from the Securities (including
dividends receivable on the Equity Securities trading ex-dividend as of the date
of such valuation and including interest accrued on the Fixed Income Securities
not subject to collection and distribution) as of the Evaluation Time on the
date of such Evaluation together with all other assets of such Trust. For each
such computation there shall be deducted from the sum of the above (i) amounts
representing any applicable taxes or charges payable out of the respective Trust
and for which no deductions shall have previously been made for the purpose of
addition to the Reserve Account, (ii) amounts representing estimated accrued
expenses of such Trust including but not limited to unpaid fees and expenses of
the Trustee, the Evaluator, the Supervisor, the Depositor and counsel, in each
case as reported by the Trustee to the Depositor on or prior to the date of
computation, (iii) amounts representing unpaid organization costs, (iv) if the
Prospectus for a Trust provides that the creation and development fee, if any,
accrues on a daily basis, amounts representing unpaid accrued creation and
development fees, (v) if the Prospectus for a Trust provides that the deferred
sales charge, if any, accrues on a daily basis, amounts representing unpaid
accrued deferred sales charge, and (vi) any moneys identified by the Trustee, as
of the date of such computation, as held for distribution to Unitholders of
record as of an Income or Capital Account Record Date, or for payment of the
Redemption Value of Units tendered, prior to such date. The resulting figure is
herein called a "Trust Fund Evaluation." The value of the pro rata share of each
Unit of the respective Trust determined on the basis of any such evaluation
shall be referred to herein as the "Unit Value." Amounts receivable by the Trust
in foreign currency shall be reported to the Evaluator who shall convert the
same to U.S. dollars based on current exchange rates, in the same manner as
provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the
valuation of foreign Securities, and the Evaluator shall report such conversion
with each Evaluation made pursuant to Section 4.01.
This Reference Trust Agreement shall be deemed effective when executed and
delivered by the Sponsor and the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused this Reference Trust
Agreement to be duly executed.
GUGGENHEIM FUNDS DISTRIBUTORS, LLC, DEPOSITOR
By /s/ Xxx Xxx
------------------------------
Vice President and Secretary
THE BANK OF NEW YORK MELLON, TRUSTEE
By /s/ Xxxxxx Xxxxxxx
------------------------------
Vice President
SCHEDULE A
SECURITIES INITIALLY DEPOSITED
GUGGENHEIM DEFINED PORTFOLIOS, SERIES 1530
(Note: Incorporated herein and made a part hereof are the "Trust
Portfolio(s)" as set forth in the Prospectus.)
