EXHIBIT 1.1
TSC UITS 17
TRUST AGREEMENT
Dated: December 1, 2015
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 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. 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
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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
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)."
11. 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.
12. 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."
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13. 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."
14. The Trustee's annual compensation as set forth under Section 7.04 shall
be $0.0105 per Unit.
15. 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:
"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."
16. 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/ XXXX X. XXXXX
-----------------------------
Xxxx X. Xxxxx
Chief Executive Officer
RADIANCE ASSET MANAGEMENT, LLC
By /s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
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 17
Incorporated herein by this reference and made a part hereof
are the schedules set forth under "Portfolio" for each Trust in the
Prospectus.
