Series [●] of Olden Lane Trust Series Supplement
EXHIBIT A(1)(b)
Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust
Dated: [●], 2015
This Series Supplement dated as of [●], 2015 (the “Series Supplement”), executed by ▇▇▇▇▇ ▇▇▇▇ Securities LLC, as Depositor, hereby creates Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust (the “Trust”). The Series shall be governed by the terms of this Series Supplement and the Master Trust Agreement dated as of February 10, 2015 between ▇▇▇▇▇ ▇▇▇▇ Securities LLC, as Depositor and Wilmington Trust, National Association, as the Trustee (the “Trust Agreement”).
Witnesseth That:
WHEREAS pursuant to the Trust Agreement one or more Series of ▇▇▇▇▇ ▇▇▇▇ Trust may be established, each of which Series is to be a unit investment trust registered under the Investment Company Act of 1940, as amended, all as provided in the Trust Agreement; and
WHEREAS the assets and specific terms of Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust shall be as set forth in this Series Supplement, the Master Services Agreement and the related Series MSA Supplement.
NOW, THEREFORE, the parties hereto, hereby agree:
PART I
Master Trust Agreement
Subject to the provisions of Part II and III hereof, all the provisions contained in the Trust Agreement 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. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Trust Agreement, the Series Supplement will prevail. All capitalized terms not otherwise defined herein shall have the meaning ascribed in the Trust Agreement.
PART II
Creation of Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust
1. This Series of beneficial interest in the Trust shall be known and is hereby established and designated as “Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust” (the “Series [●] of Trust”).
2. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series [●] of Trust shall be enforceable against the assets of the Series [●] of Trust only, and not against the assets of ▇▇▇▇▇ ▇▇▇▇ Trust generally or the assets of any other Series of ▇▇▇▇▇ ▇▇▇▇ Trust. Further, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series [●] of Trust shall be enforceable against the assets of any other Series of ▇▇▇▇▇ ▇▇▇▇ Trust.
3. The validity and construction of this Series Supplement and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflicts of law provisions thereof; provided, however, that the Depositor and the Unitholders intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware
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(other than the Act) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Series [●] of Trust, the Depositor, the Trustee, the Unitholders or this Series Supplement any provision of the laws (statutory or common) of the State of Delaware (other than the Act) pertaining to trusts which relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, (g) the existence of rights or interests (beneficial or otherwise) in trust assets, (h) the ability of beneficial owners or other persons to terminate or dissolve a trust, or (i) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or beneficial owners that are inconsistent with the limitations on liability or authorities and powers of the Trustee or the Unitholders set forth or referenced in the Trust Agreement or this Series Supplement. Sections 3540, 3542 and 3561 of Title 12 of the Delaware Code shall not apply to the Series [●] of Trust.
PART III
Special Terms and Conditions of Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust
The Series [●] of Trust specifies the following special terms and conditions:
1. The Securities for the Series [●] of Trust listed in Part 1 of Schedule A hereto have been deposited with the Custodian. Listed in Part 2 of Schedule A are Contract Securities; the Depositor will deliver to the Custodian the Securities represented by such Contract Securities as provided in the Master Services Agreement.
2. The aggregate number of Units for the Series [●] of Trust described in Section 2.03(a) of the Master Services Agreement is that number of Units set forth under “Statement of Financial Condition—Number of Units” in the Prospectus for the Series [●] of Trust.
3. The undivided beneficial interest in and ownership of the Series [●] of 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 Series [●] of Trust.
4. For each Security, the Underlying Asset to Unit Ratio for the Series [●] of Trust is:
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Security
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Underlying Asset to Unit Ratio*
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[●]
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[●]
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*The number of shares of each issue of Securities attributable to each Unit.
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5. The term “Record Dates” shall mean the “Record Dates” set forth under “Essential Information” in the Prospectus for the Series [●] of Trust.
6. The term “Distribution Dates” shall mean the “Distribution Dates” set forth under “Essential Information” in the Prospectus for the Series [●] of Trust.
7. [There shall be no “Deferred Sales Charge” or “Deferred Sales Charge Payment Dates.”] [The term “Deferred Sales Charge Payment Dates” shall mean the “Deferred Sales Charge Payment Dates” set forth under “Essential Information” in the Prospectus for the Series [●] of Trust.]
8. The term “Business Day” shall be as defined in the Master Services Agreement.
9. The term “Mandatory Termination Date” shall mean the “Termination Date” set forth under “Essential Information” in the Prospectus for the Series [●] of Trust, subject to postponement as described in the Prospectus for the Series [●] of Trust.
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10. The Series [●] of Trust shall [not] elect to be a Regulated Investment Company and, if required, the Depositor shall, on behalf of the Series [●] of Trust, make or cause to be made such filings necessary to effect such an election.
11. [The Depositor’s compensation shall be the amount set forth under “Fee Table” in the Prospectus for the Series [●] of Trust.] [The Depositor shall not receive compensation for its services as such.]
12. The Evaluator’s annual compensation shall be the amount set forth under “Fee Table” in the Prospectus for the Series [●] of Trust.
13. The Supervisor’s annual compensation shall be the amount set forth under “Fee Table” in the Prospectus for the Series [●] of Trust.
14. The aggregate of the Custodian’s, the Transfer Agent’s and the Administrator’s annual compensation shall be the amount set forth under “Fee Table” in the Prospectus for the Series [●] of Trust, with an aggregate minimum of $10,000 per annum.
15. [The License Fee shall be $[●], which amount is incorporated in “Other Trust Operating Fees” or “Estimated Organization Costs” in the Prospectus for the Series [●] of Trust. Such amounts are payable on [●] in the amount of $[●]]. [There shall be no License Fee.]
16. The term “Initial Date of Deposit” for the Series [●] of Trust shall be [●].
17. The terms “Initial Offering Period” and “Organization Expense Period” for the Series [●] of Trust shall each mean the period beginning with the Initial Date of Deposit and ending 30 days thereafter.
18. [The minimum number of Units a Unitholder for the Series [●] of Trust must redeem in order to be eligible for an In-Kind Distribution of Securities pursuant to Section 6.02 of the Master Services Agreement shall be [●].]
19. The “Creation and Development Fee” shall be the amount set forth under “Fee Table” in the Prospectus for the Series [●] of Trust.
20. The Evaluator certifies that the Evaluation of each Security listed in Schedule A hereto on the Initial Date of Deposit has been determined by the Evaluator to be the value of the Security set forth under “Statement of Financial Condition—Trust Portfolio” in the Prospectus for the Series [●] of Trust.
21. The term “Trading Day” shall mean a Business Day that is also a “trading day” as set forth under “Final Distributions on Termination Date” in the Prospectus for the Series [●] of Trust.
22. Section 6.04 of the Master Services Agreement (“Rollover of Units”) shall [not] apply to the Series [●] of Trust.
23. The Depositor [may][may not] direct the dissolution of the Series [●] of Trust in the event a Trust Series Evaluation made at [●] after the end of the Initial Offering Period is less than [●]% of the total value of Securities and Derivative Transactions deposited in such Series [●] of Trust during the Initial Offering Period.
24. The Depositor [may][may not] direct the dissolution of the Series [●] of Trust if due to (i) any action taken by a governmental body, or brought in court, or (y) a change in law (including tax law) or in the application or official interpretation of any law), there is or there is a substantial likelihood that the Series [●] of Trust will be prohibited in any material way from pursuing its principal investment strategy in the same manner and economic terms as on the inception date.
25. [The Series [●] of Trust is a Derivatives Trust Series, and the following sections will apply:
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(i)
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A form of the relevant Derivative Agreement (including the Credit Support Agreement and related control account agreement for the trust collateral account) is attached hereto as Annex A. The collateral account control agreement, including custody account terms and conditions, governing the counterparty collateral account is attached as Annex B.
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(ii)
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The Depositor certifies that the Series [●] of Trust has entered into each Derivative Transaction listed in Schedule B hereto and has executed and delivered each related Derivative Agreement (including without limitation any related Credit Support Agreements) concurrently with the execution of the related Series MSA Supplement.
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(iii)
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The Evaluator certifies that the Evaluation of each Derivative Transaction listed in Schedule B hereto on the Initial Date of Deposit has been determined by the Evaluator to be the value for the Derivative Transactions set forth under “Statement of Financial Condition—Trust Portfolio” in the Prospectus for the Series [●] of Trust.
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(iv)
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For each Derivative Transaction, the Underlying Asset to Unit Ratio is:
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Derivative Transaction
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Underlying Asset to Unit Ratio*
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[●]
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[●]
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[●]
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[●]
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| *The [number of index units] of each Derivative Agreement attributable to each Unit. | |||
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(v)
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The term “Derivative Counterparty” shall mean the counterparty identified in the Derivative Agreement.
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(vi)
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Provisions relating to the administration of the Credit Support Agreement are as identified in the Series MSA Supplement.]
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This Series Supplement shall be deemed effective when executed and delivered by the Depositor, on behalf of the Trust, to the Trustee.
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In Witness Whereof, the undersigned have caused this Series Supplement to be executed; all as of the day, month and year first above written.
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Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust,
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a Delaware Statutory Trust
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By:
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▇▇▇▇▇ ▇▇▇▇ Securities LLC,
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as Depositor
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By:
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Name:
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Title:
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Schedule A to Series Supplement
Securities Initially Deposited
in
Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust
Part 1
Securities Delivered to the Custodian on The initial Date of Deposit
Part 2
Contract Securities
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Schedule B to Series Supplement
Derivative Transactions
entered into by
Series [●] of ▇▇▇▇▇ ▇▇▇▇ Trust
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Annex A to Series Supplement
Form of Derivative Agreement
including the Credit Support Agreement and the
Control Account Agreement for the Trust Collateral Account
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Annex B to Series Supplement
Counterparty Collateral Account Agreement
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