FORM OF REFERENCE TRUST AGREEMENT Destra Credit Opportunities Unit Investment Trust Series I Reference Trust Agreement
Exhibit A(1)(a)
FORM OF REFERENCE TRUST AGREEMENT
Series I
Dated: As of July __, 2013
THIS REFERENCE TRUST AGREEMENT dated as of July __, 2013 (“Reference Trust Agreement”) among Destra Capital Investments LLC, as Sponsor and Depositor, Destra Capital Advisors LLC, as Supervisor, Administrative Agency Services, LLC, as Administrative Agent and Evaluator, and U.S. Bank Trust, N.A., as Trustee, which sets forth certain of its provisions in full and incorporates other of its provisions by reference to a document entitled "Standard Terms and Conditions of Trust of Destra Credit Opportunities Unit Investment Trust dated as of July __, 2013 among the parties hereto (hereinafter called the “Trust Agreement”), such provisions as are set forth in full provisions as are incorporated by reference constituting a single instrument.
WITNESSETH THAT:
WHEREAS, the parties hereto have heretofore or concurrently herewith entered into the Trust Agreement in order to facilitate creation of series of securities issued under a unit investment trust pursuant to the provisions of the Investment Company Act of 1940 and the laws of the State of Delaware, each of which series will be composed of redeemable securities representing undivided interests in a trust fund composed of (i) securities issued, assumed or guaranteed by the U.S. Government, or any agency or instrumentality thereof (“U.S. Government Securities”), (ii) fixed-income securities, debt securities and loans and investments with economic characteristics similar to fixed-income securities, debt securities and loans issued by entities other than the U.S. Government, including corporate bonds, loans and loan participations, asset-backed securities (all or a portion of which may consist of collateralized loan obligations), mortgage-backed securities (both residential mortgage-backed securities and commercial mortgage-backed securities), mezzanine and preferred securities, convertible securities, commercial paper, municipal securities and sovereign government and supranational debt securities (“Credit Securities”), (iii) interests of private investment funds and similar entities, including investments in funds and entities that invest in U.S. Government Securities and Credit Securities and that invest in interests in entities in the areas of venture capital, buy-outs, mezzanine and subordinated debt, restructuring and distressed debt and securities, special situations, and other similar areas of alternative asset class investing (“Private Interests”) and/or (iv) any other instrument constituting a security within the meaning of Section 2(a)(36) of the Investment Company Act and to be held as an asset of such Series (“Other Securities” and, collectively with the U.S. Government Securities, the Credit Securities and the Private Interests, the “Portfolio Securities”).
WHEREAS, the parties now desire to create the first of the aforesaid series;
NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the Sponsor, the Depositor, the Supervisor, the Evaluator, the Administrative Agent and the Trustee agree as follows:
Section 1. Incorporation of Trust Agreement. Subject to the provisions of Section 2 of this Reference Trust Agreement set forth below, all of the provisions of the Trust Agreement are herein incorporated by reference in their entirety and shall be deemed to be a part of this instrument as fully to all intents and purposes as though said provisions had been set forth in full in this instrument, except as provided below in this Section 1. Unless otherwise stated, section references shall refer to sections in the Trust Agreement.
Section 2. Specific Terms of this Series. The following terms are hereby agreed to for this series of Destra Credit Opportunities Unit Investment Trust, which series shall be known and designated as “Series I” (referred to herein as the “Series”). Redemptions shall be made by using the “Redemption Form” in Appendix A.
a. The Portfolio Securities subscribed for pursuant to Section 2.01 are (i) Class B Units of ▇▇▇▇ LLC, (ii) Class B Units of Southern Debt Holdings LLC and (iii) a Senior Secured Loan made pursuant to a Loan Agreement between Cypress Capital Partners LLC and the Series, each as listed, and subject to the provisions set forth, in Appendix B.
b. The initial undivided interest represented by each Unit is 1/100,000.
c. The Mandatory Termination Date shall be May 31, 2038
d. The date on which persons shall begin to subscribe for Units shall be July __, 2013. Persons may subscribe for Units which shall be sold at the Net Asset Value per Unit plus the Creation and Development Fee.
e. The Creation and Development Fee payable by the Series to the Depositor at the close of the subscription for Units of the Series shall be 0.095% of the subscription price of each Unit, from which an amount equal to 0.020% of the subscription price of each Unit shall be credited to and deposited in the Reserve Account for the Series.
f. The Trustee’s compensation shall be (i) an annual fee equal to $6,000 for this Series, payable on a calendar quarterly basis (ii) an annual fee equal to 0.035%
of the quarterly net asset value of each Unit, payable on a calendar quarterly basis and (iii) any out of pocket expenses including, but not limited to security pricing services, postage and stationery, programming and special reports, retention of records, federal and state regulatory filing fees, Intralinks, expenses from U.S. Bancorp participation in client meetings, wash sales reporting (GainsKeeper), and auditing and legal expenses.
g. The Supervisor’s compensation shall be an annual fee in an annual amount equal to 0.020% of the quarterly net asset value of each Unit.
h. The Evaluator’s compensation shall be an annual fee in an annual amount equal to 0.025% of the quarterly net asset value of each Unit.
In Witness Whereof, the undersigned have caused this Reference Trust Agreement to be executed, all as of the day, month and year first above written.
Destra Capital Investments LLC, as Sponsor and Depositor
By
July __, 2013
Destra Capital Advisors LLC, as Supervisor
By
July __, 2013Administrative Agency Services, LLC, as Administrative Agent and Evaluator
By
July __, 2013U.S. Bank Trust, N.A., not in its individual capacity, but solely as Trustee
By
July __, 2013 APPENDIX A
REDEMPTION FORM
Administrative Agency Services, LLC
ATTN: ACCOUNTING
[DATE]
To Administrative Agency Services, LLC
I am a Unitholder in Destra Credit Opportunities Unit Investment Trust—Series I, a series of a trust formed under the laws of the State of Delaware on June 28, 2013, writing to request a redemption. Pursuant to Article V of the Trust Agreement dated as of July __, 2013 among Destra Capital Investments LLC, as Sponsor and Depositor, Destra Capital Advisors LLC as Supervisor, Administrative Agency Services, LLC, as Administrative Agent and Evaluator, and U.S. Bank Trust, N.A., as Trustee ("Trust Agreement") and Reference Trust Agreement, below is the requisite information:
a. My tax identification number is:
b. My name and address is:
c. Please redeem [INSERT NUMBER] of Units and send the redemption proceeds:
by: [mail to the address above]
by: [wire PLEASE COMPLETE ACCOUNT INFORMATION]
__________________________________________
__________________________________________
__________________________________________
Capitalized terms used in this letter and not otherwise defined have the
meanings established in the Trust Agreement and Reference Trust Agreement.
_________________________________
Name
Date: ________________________
Signature Guarantee:
APPENDIX B
SCHEDULE OF INVESTMENTS
OF
Class B Units of ▇▇▇▇ LLC, a Delaware limited liability company
Class B Units of Southern Debt Holding LLC, a Delaware limited liability company
Senior Secured Loan made pursuant to a Loan Agreement dated as of July __, 2013 between Cypress Capital Partners LLC, a Delaware limited liability company, and Series I.
Cash.
The Trust and Series I each hereby assigns, pledges and grants a security interest in all of its respective right, title and interest in, to and under the cash held in the Cash Accounts and Reserve Accounts, the Portfolio Securities and all “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,’ “letter of credit rights,” and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code of the relevant jurisdiction and all products and proceeds relating to or constituting any or all of the foregoing (collectively, the “Collateral”) to secure the payment of all amounts owing to the Trustee under the Trust Agreement and this Reference Trust Agreement related to this Series. The Trust and Series I each hereby grants the Trustee the power and authorizes the Trustee, from time to time, at the expense of the this Series, to execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any filing of financing or continuation statements under the Uniform Commercial Code in effect in the relevant jurisdiction) that from time to time may be necessary or desirable in order to (i) create, preserve, perfect, confirm or validate the security interest granted herein, (ii) enable the Trustee to obtain the full benefits of the security interest granted herein or (iii) enable the Trustee to exercise and enforce any of its rights, powers, and remedies with respect to the Collateral.