EXHIBIT 1.1
TSC UITS 1
TRUST AGREEMENT
Dated: October 8, 2013
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 "Statement 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 "Statement of Financial Condition--Number of units" for
such Trust in the Prospectus.
4. 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.
5. The term "Distribution Date" shall mean the "Distribution Dates" set
forth under "Essential Information" for each Trust in the Prospectus.
6. The term "Mandatory Termination Date" shall mean the "Termination Date"
set forth under "Essential Information" for each Trust in the Prospectus.
7. The term "Record Date" shall mean the "Record Dates" set forth under
"Essential Information" for each Trust in the Prospectus.
8. With respect to the TSC Zacks Dividend Leaders Portfolio, 4Q 2013 and
TSC Sabrient Earnings Advantage Portfolio, 4Q 2013, 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 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."
9. 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.
10. The Trustee's annual compensation as set forth under Section 7.04 shall
be $0.0105 per Unit.
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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
In Witness Whereof, the undersigned have caused this Trust Agreement to be
executed; all as of the day, month and year first above written.
Radiance Asset Management, LLC
By /s/ XXXX X. XXXXX
-----------------------------
Xxxx X. Xxxxx
Chief Executive Officer
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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.
THE BANK OF NEW YORK MELLON
By /s/ XXXXXXX XXXXXXXX
--------------------------------
Xxxxxxx Xxxxxxxx, Vice President
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SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
TSC UITS 1
Incorporated herein by this reference and made a part hereof
are the schedules set forth under "Portfolio" for each Trust in the Prospectus.
