Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 - Other Events
Item 8.01. Other Events.
U.S. Bank National Association ("U.S. Bank") succeeded Bank of America N.A. ("Bank of America") as trustee
under the Trust Agreement, between MS Structured Asset Corp., as Depositor and U.S. Bank National Association,
as Trustee, as successor-in-interest to Bank of America, National Association, as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for SATURNS Trust No. 2005-3, dated December 16, 2005,
together with Schedules I, II and III attached thereto, and the Standard Terms for Trust Agreements, between MS
Structured Asset Corp, as Depositor and U.S. Bank National Association, as Trustee, as successor-in-interest to
Bank of America, National Association, as Trustee, as successor by merger to LaSalle Bank National Association,
as Trustee dated March 5, 2003. U.S. Bank was appointed trustee under an appointment agreement dated as of
December 16, 2011 for which the final approval was received December 22. 2011. The appointment agreement is
Bank, the fifth largest commercial bank in the United States. As of September 30, 2011, U.S. Bancorp served
approximately 17 million customers and operated over 3,000 branch offices in 25 states. A network of specialized
U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment,
mortgage, trust and payment services products to consumers, businesses, governments and institutions.
International cities. The Trust Agreement will be administered from U.S. Bank's corporate trust office located in
Chicago, Illinois.
trustee with respect to over 84,000 issuances of securities with an aggregate outstanding principal balance of over
$3.2 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities
and collateralized debt obligations.
trust administration businesses of Bank of America, National Association. Following the closing of the acquisition,
U.S. Bank succeeded to the duties of the Bank of America affiliate serving as trustee or agent, as applicable, under
each client agreement except with respect to those transactions that require additional steps to be taken to transfer
the appointments in accordance with the terms of the governing instrument or agreement or applicable law. Under
the terms of the agreement, U.S. Bank Corporate Trust Services acquired approximately 2,150 active securitization
and related transactions, which include custodial services with respect to more than 2.4 million residential mortgage
files and 84,000 commercial mortgage files, and which include more than $1.1 trillion in underlying assets.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
(Exhibit No. Description)
99.1 Omnibus Instrument of Appointment and Acceptance of U.S. Bank National Association as Successor Trustee.
report to be signed on its behalf by the undersigned hereunto duly authorized.
(Depositor)
ASSOCIATION, a national banking association ("U.S. Bank"), as successor trustee (the
"Successor Trustee") for each transaction listed in Schedule 1 (each, a "Transaction"), BANK
OF AMERICA, N.A., a national banking association, as successor by merger to LaSalle Bank
National Association, a national banking association ("Bank of America"), not in its individual
capacity, but solely as predecessor trustee (in each case, a "Predecessor Trustee") for each
Transaction, and the undersigned party having the authority to appoint the successor trustee (the
"Appointing Party") pursuant to the provisions of the applicable trust agreement (each, a "Trust
Agreement") for each Transaction.
Appointing Party hereby appoints U.S. Bank as Successor Trustee for each Transaction, and U.S.
Bank hereby acknowledges and accepts such appointment, pursuant to the provisions of the
related Trust Agreement, in each case as of as of the date this Agreement is executed by the
Appointing Party (the "Effective Date"). The parties hereto agree that upon the Effective Date,
U.S. Bank, as Successor Trustee for each Transaction, shall become fully vested with all the
rights, powers, duties and obligations of, and the Successor Trustee for each Transaction hereby
assumes all of the duties and obligations of, the Trustee under each Trust Agreement, with like
effect as if originally named Trustee therein.
registrar and other similar trust administration capacities, as applicable (with respect to each
Transaction, the "Ancillary Trust Roles"), U.S. Bank is hereby appointed as successor in the
Ancillary Trust Roles for such Transaction, and U.S. Bank acknowledges and accepts such
appointment, in each case as of the Effective Date, and hereby assumes all of the duties and
obligations of the Ancillary Trust Roles for such Transaction.
Effective Date as follows:
Trustee and of the Ancillary Trust Roles under the provisions of the related Trust
Agreement and all other documents, agreements and instruments relating to such
Transaction (as to each Transaction, collectively, the "Transaction Documents").
enforceable in accordance with its terms (subject to (i) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (ii) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law).
Effective Date that this Agreement has been duly authorized, executed and delivered on behalf of
the Predecessor Trustee and constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms (subject to (i) applicable bankruptcy, insolvency, receivership,
reorganization, moratorium and other laws affecting the enforcement of creditors' rights
generally, and (ii) general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law).
policy, bond insurance policy or any other policy in which the trust formed under the related
Trust Agreement has an interest (each, an "Insurance Agreement" and collectively, the
"Insurance Agreements"), the Predecessor Trustee assigns as of the Effective Date any and all
interest it may have therein on behalf of each such trust to the Successor Trustee. To the extent
required in any Insurance Agreement, the Successor Trustee, from and after the Effective Date,
hereby (a) agrees to be bound by the terms of such Insurance Agreement, (b) makes any
representations required therein to be made in connection with such assignment, and (c) assumes
all rights and obligations as assignee thereunder.
Agreement (including notices and copies of this Agreement required to be provided by the
Appointing Party) related to the resignation of the Predecessor Trustee and from the Ancillary
Trust Roles and the appointment of the Successor Trustee for each Transaction to each party to
whom the related Trust Agreement requires notice regarding the resignation to be given and at
the addresses for notices set forth in such Trust Agreement. The Successor Trustee hereby
agrees to provide notice, including any notice required to be provided by the Appointing Party,
of its appointment as Successor Trustee and in the related Ancillary Trust Roles for each
Transaction to each party to whom the related Trust Agreement requires notice regarding such
appointment to be given.
Roles pursuant to the terms of the Transaction Documents for each Transaction prior to the
Effective Date. The Successor Trustee shall be responsible and liable for its actions and
omissions as Successor Trustee and in any Ancillary Trust Roles under the Transaction
Documents for each Transaction on or after the Effective Date and the parties hereto
acknowledge and agree that the Predecessor Trustee shall be released from any obligations or
liabilities relating to such actions or omissions arising on or after such Effective Date. Nothing
the Successor Trustee and Predecessor Trustee in connection with the acquisition by the
Successor Trustee of the securitization trust administration business of the Predecessor Trustee,
including (without limitation) agreements with respect to reporting obligations, if any, pursuant
to Regulation AB promulgated by the U.S. Securities and Exchange Commission under the
Securities Act of 1933.
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN
THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HERETO AND THE RELATED SECURITY HOLDERS FOR EACH
TRANSACTION SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS
WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER
THAN THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW, WHICH SHALL BE APPLICABLE HERETO).
by the securityholders for each Transaction.
corporate trust office of the Successor Trustee which is presently located at 190 South LaSalle
Street, MK-IL-SL7C, Chicago, IL 60603, Attention: U.S. Bank Structured Finance.
same instrument. Delivery by a party hereto of an executed counterpart of this Agreement by
facsimile or similar electronic means shall be deemed effective as delivery of the original
executed counterpart by such party for purposes of execution hereof.
Date: December 16, 2011
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Successor
Trustee and for the Ancillary Trustee Roles
for each Transaction
By:
BANK OF AMERICA, N.A., a national
banking association, as successor by merger
to LaSalle Bank National Association, a
national banking association, not in its
individual capacity, but solely as
Predecessor Trustee
By:
MS STRUCTURED ASSET CORP., as
Appointing Party
By:
Citadel Equity Fund as Swap Counterparty
By: /s/Shawn Fagan
Barclays Bank plc as Swap Counterparty
By: /s/D. Azzollini
King Street Capital, L.P. as Swap
Counterparty
By: King Street Capital Management, L.P.
By: /s/Jay Ryan
King Street Master Fund, Ltd. as Swap
Counterparty
By: King Street Capital Management, L.P.
By: /s/Jay Ryan
Ionic Capital as Swap Counterparty
By: Ionic Capital Partners LP, its Investment
Advisor
By: Ionic Capital Management LLC, its
General Partner
By: /s/John Richardson
Deutsche Bank Securities as Swap
Counterparty
By: /s/ Angela Lescailli
Highbridge International LLC as Swap
Counterparty
By Highbridge Capital Management, LLC
as Trading Manager and not in its individual
capacity
By: /s/Marc Creatore
Hare & Co as Swap Counterparty
By: /s/Naomi Carlo
Swap Counterparty and by BlueMountain
Capital Management LLC
By: /s/Marc Valdes
By: /s/In-Young Chase
Morgan Stanley & Co. International plc as Swap Counterparty
By: /s/Ara Tachdjian
To the extent applicable under each of the transactions listed on Schedule 1:
Morgan Stanley & Co. LLC as Guarantor
By: /s/In-Young Chase
1.
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. International plc
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. International plc
3.
Acceptance Corp.)
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Citadel Equity Fund, Ltd
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. International plc
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Highbridge International LLC.
Stores)
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. LLC
Corporation)
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. LLC.
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Barclays Bank PLC
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Citadel Equity Fund, Ltd and Blue Mountain Credit Alternatives
Fund LP
Acknowledged Parties: King Street Capital, L.P., King Street Capital Master Fund, Ltd
and Hare and Co
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. LLC
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. LLC
Inc.)
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. LLC
Company)
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Morgan Stanley & Co. LLC
Company, Inc.)
Appointing Party: Morgan Stanley Structured Asset Corp
Acknowledged Parties: Ionic Capital Master Fund LTD and Deutsche Bank Securities
Inc.