THE PINNACLE FAMILY OF TRUSTS,
INDUSTRIAL TRUST SERIES V
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated April 20, 2000
among ING Funds Distributor, Inc., as Depositor, ING Mutual Funds Management Co.
LLC, as Portfolio Supervisor and The Bank of New York, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "The Pinnacle Family of Trusts, Internet Trust Series I, and
Subsequent Series, Trust Indenture and Agreement" dated March 28, 2000 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 Section 2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Portfolio Supervisor 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 except that all references to "XxXxxxxxxx, Piven, Xxxxx Securities,
Inc." shall be deleted and further, that The Bank of New York shall, by
executing this Reference Trust Agreement, be deemed to be the Trustee and a
party to said Indenture for all purposes of this Trust and the following
sections of the Indenture hereby are amended as follows:
(a) Paragraph (6) of Section 1.1 is amended to read as follows:
""Depositor" shall mean ING Funds Distributor, Inc. or its successors in
interest, or any successor depositor or depositors appointed as herein
provided."
(b) Paragraph (23) of Section 1.1 is amended to read as follows:
""Trustee" shall mean The Bank of New York, or its successor or any
successor Trustee appointed as provided herein."
(c) Section 6.1(c) shall be amended by deleting the parenthetical
which reads "(except that the Trustee shall be responsible for
the exercise of due care in determining the genuineness of
Securities delivered to it pursuant to contracts for the purchase
of such Securities)".
(d) The second sentence of Section 9.5 shall be amended to read as
follows:
"Any notice, demand, direction or instruction to be given to the
Trustee shall be in writing and shall be duly given if mailed or
delivered to the Trustee at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or such other address as shall be specified to the
Depositor by the Trustee in writing."
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 April 20, 2000, 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 their 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:
-2-
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of The Pinnacle Family of Trusts (the
"Prospectus") have been deposited in the Trust under this Agreement (see
"Portfolio" in Part A of the Prospectus which for purposes of this Indenture and
Agreement 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 15,683.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,683 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on June 15, 2000.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on June 30, 2000.
(f) The First Settlement Date shall mean April 26, 2000.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities as of the last
deposit of Additional Securities.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, 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, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.90 per 100 Units:
rate per 100 units number of Units outstanding
$0.90 first 5,000,000 or less
$0.84 next 5,000,001 - 10,000,000
$0.78 next 10,000,001 - 20,000,000
$0.66 next 20,000,001 or more
(i) For purposes of Section 7.4, the Portfolio Supervisor's maximum
annual supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be July 18, 2001 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 31 of each
year.
-3-
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]
-4-
ING FUNDS DISTRIBUTOR, INC.
By: /s/ XXXXX X. XXXXXXX
-------------------------
Senior Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 18th day of April, 2000, before me personally appeared Xxxxx
XxXxxxx, to me known, who being by me duly sworn, said that he is Senior Vice
President of the Depositor, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
/s/ XXXXX XXXXX
-----------------------------
Notary Public
XXXXX XXXXX
Notary Public, State of New York
No. 315019906
Qualified in New York County
Commission Expires 11/01/2001
THE BANK OF NEW YORK
Trustee
By: /s/ XXXXXX XXXXXX
----------------------
Vice President
(SEAL)
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 18th day of April, 2000, before me personally appeared Xxxxxx
Xxxxxx, to me known, who being by me duly sworn, said that (s)he is an
Authorized Signatory of The Bank of New York, one of the corporations described
in and which executed the foregoing instrument; that (s)he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation and that he/she signed his/her name thereto by like authority.
/s/ XXXXXX X. XXXXXXXX
----------------------
Notary Public
XXXXXX X. XXXXXXXX
Notary Public, State of New York
No. 01RE5086077
Qualified in Queens County
Commission Expires 10/06/2001
ING MUTUAL FUNDS MANAGEMENT CO. LLC
Portfolio Supervisor
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 18th day of April, 2000, before me personally appeared Xxxxx
X. XxXxxxx, to me known, who being by me duly sworn, said that he is an
Authorized Signator of the Portfolio Supervisor, one of the entities described
in and which executed the foregoing instrument, and that he signed his name
thereto by authority of the sole member of said limited liability company.
/s/ XXXXX XXXXX
-------------------------------------
Notary Public
XXXXX XXXXX
Notary Public, State of New York
No. 315019906
Qualified in New York County
Commission Expires 11/01/2001
THE PINNACLE FAMILY OF TRUSTS,
TECHNOLOGY TRUST SERIES V
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated April 20, 2000
among ING Funds Distributor, Inc., as Depositor, ING Mutual Funds Management Co.
LLC, as Portfolio Supervisor and The Bank of New York, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "The Pinnacle Family of Trusts, Internet Trust Series I, and
Subsequent Series, Trust Indenture and Agreement" dated March 28, 2000 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 Section 2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Portfolio Supervisor 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 except that all references to "XxXxxxxxxx, Piven, Xxxxx Securities,
Inc." shall be deleted and further, that The Bank of New York shall, by
executing this Reference Trust Agreement, be deemed to be the Trustee and a
party to said Indenture for all purposes of this Trust and the following
sections of the Indenture hereby are amended as follows:
(a) Paragraph (6) of Section 1.1 is amended to read as follows:
""Depositor" shall mean ING Funds Distributor, Inc. or its successors in
interest, or any successor depositor or depositors appointed as herein
provided."
(b) Paragraph (23) of Section 1.1 is amended to read as follows:
""Trustee" shall mean The Bank of New York, or its successor or any
successor Trustee appointed as provided herein."
(c) Section 6.1(c) shall be amended by deleting the parenthetical
which reads "(except that the Trustee shall be responsible for the exercise
of due care in determining the genuineness of Securities delivered to it
pursuant to contracts for the purchase of such Securities)".
(d) The second sentence of Section 9.5 shall be amended to read as
follows:
"Any notice, demand, direction or instruction to be given to the
Trustee shall be in writing and shall be duly given if mailed or
delivered to the Trustee at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or such other address as shall be specified to the
Depositor by the Trustee in writing."
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 April 20, 2000, 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 their 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 relating to this series of The Pinnacle Family of Trusts (the
"Prospectus") have been deposited in
-2-
the Trust under this Agreement (see "Portfolio" in Part A of the Prospectus
which for purposes of this Indenture and Agreement 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 15,718.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,718 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on June 15, 2000.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on June 30, 2000.
(f) The First Settlement Date shall mean April 26, 2000.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities as of the last
deposit of Additional Securities.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, 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, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.90 per 100 Units:
rate per 100 units number of Units outstanding
$0.90 first 5,000,000 or less
$0.84 next 5,000,001 - 10,000,000
$0.78 next 10,000,001 - 20,000,000
$0.66 next 20,000,001 or more
(i) For purposes of Section 7.4, the Portfolio Supervisor's maximum
annual supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be July 18, 2001 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 31 of each
year.
-3-
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]
-4-
ING FUNDS DISTRIBUTOR, INC.
Depositor
By: /s/ XXXXX X. XXXXXXX
-------------------------
Senior Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 18th day of April, 2000, before me personally appeared Xxxxx
XxXxxxx, to me known, who being by me duly sworn, said that he is Senior Vice
President of the Depositor, one of the corporations described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
/s/ XXXXX XXXXX
-----------------------------
Notary Public
XXXXX XXXXX
Notary Public, State of New York
No. 315019906
Qualified in New York County
Commission Expires 11/01/2001
THE BANK OF NEW YORK
Trustee
By: /s/ XXXXXX XXXXXX
----------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 18th day of April, 2000, before me personally appeared Xxxxxx
Xxxxxx, to me known, who being by me duly sworn, said that (s)he is an
Authorized Signatory of The Bank of New York, one of the corporations described
in and which executed the foregoing instrument; that (s)he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation and that he/she signed his/her name thereto by like authority.
/s/ XXXXXX X. XXXXXXXX
----------------------
Notary Public
XXXXXX X. XXXXXXXX
Notary Public, State of New York
No. 01RE5086077
Qualified in Queens County
Commission Expires 10/06/2001
ING MUTUAL FUNDS MANAGEMENT CO. LLC
Portfolio Supervisor
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 18th day of April, 2000, before me personally appeared Xxxxx
X. XxXxxxx, to me known, who being by me duly sworn, said that he is an
Authorized Signator of the Portfolio Supervisor, one of the entities described
in and which executed the foregoing instrument, and that he signed his name
thereto by authority of the sole member of said limited liability company.
/s/ XXXXX XXXXX
-------------------------------------
Notary Public
XXXXX XXXXX
Notary Public, State of New York
No. 315019906
Qualified in New York County
Commission Expires 11/01/2001