GLICKENHAUS VALUE PORTFOLIOS,
THE 1997 EQUITY COLLECTION, SERIES I
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated January
23, 1997 between Glickenhaus & Co., as Depositor and The Bank of New York, as
Trustee, sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "Glickenhaus Value Portfolios, The 1996
Equity Collection, and Subsequent Series, Trust Indenture and Agreement" dated
January 24, 1996 and as amended in part by this Agreement (collectively, such
documents hereinafter called the "Indenture and Agreement"). This Agreement and
the Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as
defined in Section 1.1 of the Indenture, and shall be amended and modified from
time to time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositor wishes to deposit Securities, and any
Additional Securities as listed on any Addendums hereto, into the Trust and
issue Units, and Additional Units as the case maybe, in respect thereof pursuant
to Sections 2.1 and 2.6 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the Depositor and the Trustee as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all
the provisions contained in the Indenture 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.
334811.1
Section 2. This Reference Trust Agreement may be amended and
modified by Addendums, attached hereto, evidencing the purchase of Additional
Securities which have been deposited to effect an increase over the number of
Units initially specified in Part II of this Reference Trust Agreement
("Additional Closings"). The Depositor and Trustee hereby agree that their
respective representations, agreements and certifications contained in the
Closing Memorandum dated January 23, 1997, relating to the initial deposit of
Securities continue as if such representations, agreements and certifications
were made on the date of such Additional Closings and with respect to the
deposits made therewith, except as such representations, agreements and
certifications relate to their respective By-Laws and as to which they each
represent that there has been no amendment affecting their respective abilities
to perform their respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are
hereby agreed to:
(a) The Securities (including Contract Securities) listed in
the Prospectus related to Glickenhaus Value Portfolios The 1997 Equity
Collection, Series I have been deposited in the Trust under this Agreement (See
Portfolio in Part A of the Prospectus which for purposes of this Indenture is
the Schedule of securities or Schedule A).
(b) The number of Units delivered by the Trustee in
exchange for the Securities referred to in Section 2.3 is 14,102.
(c) For the purposes of the definition of Unit in item (22) of
Section 1.1, the fractional undivided interest in and ownership of the Trust
initially is 1/14102 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day
of June and December, commencing on June 15, 1997.
(e) The term Distribution Date shall mean the first business
day of July and January, commencing on July 1, 1997.
(f) The First Settlement Date shall mean January 28,
1997.
(g) For purposes of Section 6.1(g), the liquidation amount is
hereby specified to be 40% of the aggregate value of the Securities at the
completion of the Deposit Period.
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334811.1
(h) For purposes of Section 6.4, the Trustee shall be paid per
annum $.85 per 100 Units, determined on the basis of the number of Units
outstanding as of the Record Date preceding the Record Date on which the
compensation is to be paid.
(i) For purposes of Section 7.4, the Depositor's
maximum annual supervisory fee is hereby specified to be $.25
per 100 Units outstanding.
(j) The Liquidation Date shall be February 23, 1999,
or the disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on
September 30 of each year.
(l) For purposes of this Series of the Glickenhaus Value
Portfolios, the form of Certificate set forth in Indenture shall be
appropriately modified to reflect the title of this Series and represent as set
forth above.
IN WITNESS WHEREOF, the parties hereto have caused this
Reference Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
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334811.1
GLICKENHAUS & CO.
By: /s/ Xxxxx Xxxxxxxx
-------------------
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxx XxXxxxxxx, a Notary Public in and for
the said County in the State aforesaid, do hereby certify that
Xxxxx Xxxxxxxx, personally known to me to be the same whose name is
subscribed to the foregoing instrument, appeared before me this day in person,
and acknowledged that he signed and delivered the said instrument as his free
and voluntary act as Attorney-in-Fact for each of the General Partners, and as
the free and voluntary act of said GLICKENHAUS & CO., for the uses and purposes
therein set forth.
GIVEN, under my hand and notarial seal this 23rd day of
January, 1997.
/s/ Xxxxx XxXxxxxxx
-----------------------
Notary Public
[SEAL]
Xxxxx XxXxxxxxx
Notary Public, State of New York
No. 01MC5044884
Qualified in New York County
Commission Expires June 5, 1997
451270.1
THE BANK OF NEW YORK, Trustee
By: /s/ Xxxxxxx Xxxxx
-------------------
Vice President
ATTEST:
By: /s/ Xxxxxxx Xxxxxx
-------------------
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxxxx X. Xxxxx, Xx., a Notary Public in and for the said
County in the State aforesaid, do hereby certify that Xxxxxxx Xxxxx and Xxxxxxx
Xxxxxx personally known to me to be the same persons whose names are subscribed
to the foregoing instrument and personally known to me to be a Vice President
and Assistant Vice President, respectively, of The Bank of New York, appeared
before me this day in person, and acknowledge that they signed, sealed with the
corporate seal of The Bank of New York and delivered the said instrument as
their free and voluntary act as such Vice President and Assistant Vice
President, respectively, and as the free and voluntary act of said The Bank of
New York for the uses and purposes therein set forth.
GIVEN, under my hand and notarial seal this 21st day of
January, 1997.
/s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------
Notary Public
[SEAL]
Xxxxxxx X. Xxxxx, Xx.
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Commission Expires April 30, 1997
451270.1
