EQUITY SECURITIES TRUST, SERIES 9
SIGNATURE SERIES
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST
GROWING COMPANIES(R) TRUST II
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated
October 16, 1996 between Xxxxx & Xxxx Distributor L.P., as Depositor and The
Chase Manhattan Bank, as Trustee, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled "Equity
Securities Trust, Series 6, Signature Series, Gabelli Entertainment and Media
Trust, and Subsequent Series, Trust Indenture and Agreement" dated November 16,
1995 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
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instrument except that the following sections of the Indenture
hereby are amended as follows:
(a) All references to "The Chase Manhattan Bank
(National Association)" are replaced with "The Chase Manhattan
Bank".
(b) Paragraph (a) of Section 2.6 is amended to replace the
words "last preceding" in clause (ii) of the first sentence of such paragraph
with the word "next".
(c) Section 3.5 is hereby amended by inserting the phrase "or
Income" in the second sentence of the sixth paragraph after the words "The
Trustee shall not be required to make a distribution from the Principal..."
(d) Section 3.14 is hereby amended by inserting the phrase
"including, but not limited to securities received as a result of a spin-off"
in the first sentence after the words "Any property received by the Trustee
after the initial date of Deposit in a form other than cash or additional
shares of the Securities listed on Schedule A..."
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 October 16, 1996, 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 Equity Securities Trust (the
"Prospectus") have been deposited in the Trust under this Agreement (see
"Portfolio" in Part A of the Prospectus which for purposes of this Indecture
and Agreement is the Schedule of Securities or Schedule A).
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(b) The number of Units delivered by the Trustee in
exchange for the Securities referred to in Section 2.3 is 20,670.
(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 1/20670 as of the date hereof.
(d) The term Record Date shall mean the first day of March,
June, September and December commencing on December 1, 1996.
(e) The term Distribution Date shall mean the fifteenth day
of the month on which a Record Date occurs (or the last business day prior
thereto) commencing on December 15, 1996.
(f) The First Settlement Date shall mean October 21,
1996.
(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.
(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 5,000,000 or less
$0.84 5,000,001 - 10,000,000
$0.78 10,000,001 - 20,000,000
$0.66 20,000,001 or more
(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 Termination Date shall be December 15, 1997 or
the earlier disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30
of each year.
(l) For purposes of this series of Equity Securities
Trust, the form of Certificate set forth in Indenture shall be
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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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THE CHASE MANHATTAN BANK
Trustee
By: /s/ XXXXXX XXXXXXXX
-------------------
Vice President
(SEAL)
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 11th day of October, 1996, before me personally
appeared Xxxxxx Xxxxxxxx, to me known, who being by me duly sworn, said that he
is an Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that 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 signed his name thereto by like authority.
/s/ XXXXXXXXX X. XXXXXX
-----------------------
Notary Public
XXXXXXXXX X. XXXXXX
NOTARY PUBLIC, State of New York
No. 018A4774410
Qualified in Queens County
Commission Expires 3/30/98
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XXXXX & XXXX DISTRIBUTORS L.P.
Depositor
By: Xxxxx & Tang Asset Management, Inc.,
as General Partner of Depositor
By: /s/ XXXXX X. XXXXXXX
--------------------------------
Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 15th day of October, 1996, before me personally
appeared Xxxxx X. XxXxxxx, to me known, who being by me duly sworn, said that
he is an Authorized Signator of Xxxxx & Xxxx Asset Management, Inc. as General
Partner 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/ XXXXXX XXXXXX
--------------------
Notary Public
XXXXXX XXXXXX
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualified in the County of New York
Term Expires 8/31/985
315855.1
