0001068238-11-000099 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2011 • Fixed Income Client Solutions LLC • Asset-backed securities • New York

Fixed Income Client Solutions LLC (the “Depositor”), a Delaware limited liability company, proposes to form a trust (the “Trust”), which will issue and sell a series (a “Series”) of its Trust Certificates registered under the registration statement referred to in Section 1(a) hereof consisting of a single class of Trust Certificates, Series [______] in an aggregate principal amount of $[_____] (the “Certificates”). The primary assets (the “Primary Assets”) of the Trust will be (i) [______________] (the “Underlying Securities”) and (ii) all payments on, or collections in respect of, the Underlying Securities received after [_____] [__], [_____] together with any and all income, proceeds and payments with respect thereto. The Certificates will evidence a proportionate undivided beneficial ownership interest in certain distributions of the Trust. The Certificates will be issued by the Trust, pursuant to [a Trust Agreement, dated as of [_____] [__], [_____] (the “Base Trust Agreement”), be

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TRUST AGREEMENT between FIXED INCOME CLIENT SOLUTIONS LLC Depositor and [TRUSTEE] Trustee Dated as of [______], 2011
Trust Agreement • March 18th, 2011 • Fixed Income Client Solutions LLC • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of [______], 2011 between FIXED INCOME CLIENT SOLUTIONS LLC, a Delaware limited liability company, as Depositor, [and] [TRUSTEE], a [_______________], as [owner] trustee (in such capacity, the “Trustee”)[, and as Delaware trustee (in such capacity, the “Delaware Trustee”)].

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIXED INCOME CLIENT SOLUTIONS LLC
Limited Liability • March 18th, 2011 • Fixed Income Client Solutions LLC • Asset-backed securities • Delaware

This Management Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Management Agreement and all of which together shall constitute one and the same instrument.

TRUST AGREEMENT SUPPLEMENT, SERIES 20[__]-[__] between Fixed Income Client Solutions LLC, as Depositor and
Trust Agreement • March 18th, 2011 • Fixed Income Client Solutions LLC • Asset-backed securities • Delaware

TRUST AGREEMENT SUPPLEMENT, SERIES 20[__]-[__], dated as of [_____] [__], 20[__] (this “Series Supplement”), between Fixed Income Client Solutions LLC , a Delaware limited liability company, as Depositor (the “Depositor”), and [_____], a [______], as [owner] trustee (in such capacity, the “Trustee”)[, as Delaware trustee (in such capacity, the “Delaware Trustee”)] and as securities intermediary (in such capacity, the “Securities Intermediary”).

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