GLICKENHAUS VALUE PORTFOLIOS,
THE 1996 EQUITY COLLECTION
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated January 24,
1996 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.
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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 24, 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 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
Schedule A hereto have been deposited in the Trust under this Agreement.
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 17,362.
(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 1/17362nd as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December, commencing on June 15, 1996.
(e) The term Distribution Date shall mean the first business day of
July and January, commencing on July 1, 1996.
(f) The First Settlement Date shall mean January 29, 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
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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 $.85 per 100 Units.
(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 January 24, 1999 or the
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 31 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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GLICKENHAUS & CO.
By /s/Xxxxx X. Xxxx
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxxx X. Xxxxxx, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Xxxxx X. Xxxx, 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 24th day of January, 1996.
/s/ Xxxxxx X. Xxxxxx
Notary Public
XXXXXX X. XXXXXX, ESQ.
Notary Public, State of New York
No. 02WE4749942
Qualified in Westchester County
Certificate Filed in Westchester County
Commission Expires June 30, 1997
[SEAL]
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THE BANK OF NEW YORK, Trustee
By: /s/Xxxxx Xxxxxxxx
Vice President
ATTEST:
By: /s/Xxxxxxx Xxxxxx
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxxxxx X. Xxxxx, Xx., a Notary Public in and for the said County
in the State aforesaid, do hereby certify that Lubim Samabria 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 23rd day of
January, 1996.
/s/Xxxxxxxx X. Xxxxx, Xx.
Notary Public
[SEAL]
My commission expires: April 30, 1997
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SCHEDULE A
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
PORTFOLIO
AS OF JANUARY 24, 1996
Percentage Market Cost of
Portfolio Number of of Value Securities
No. Shares Name of Issuer (2) Fund (1) Per Share to Trust (3)
--------- --------- ------------------ ---------- --------- ------------
COMMON STOCK: 89.99%
Automobiles/Trucks: 10.16% 1 300 Shs. Chrysler Corp. (4) 10.16% 56.500 $16,950
Building Materials: 8.09% 2 500 Shs. USG Corp. 8.09% 27.000 13,500
Equity REITS: 10.84% 3 800 Shs. First Industrial Realty Tr. 10.84% 22.625 18,100
Financial Services: 13.42% 4 800 Shs. Countrywide Credit Ind. Inc. 10.13% 21.125 16,900
5 100 Shs. Xxxxxxx Xxxxx & Co. 3.29% 54.875 5,488
------
22,388
Metals-Diversified: 9.15% 6 300 Shs. Xxxxxxxx Metals Co. 9.15% 50.875 15,262
Oil/Gas Equipment 9.74% 7 2,000 Shs. Global Marine, Inc. 9.74% 8.125 16,250
& Service:
Oil/Gas Exploration: 9.17% 8 1,200 Shs. Oryx Energy Co. 9.17% 12.750 15,300
Packaging/Container: 9.44% 9 1,200 Shs. Stone Container Corp. 9.44% 13.125 15,750
Pharmaceuticals: 9.98% 10 900 Shs. ICN Pharmaceuticals Inc. 9.98% 18.500 16,650
ADRS: 10.01%
Telecommunications: 10.01% 11 800 Shs. Koor Industries Ltd. 10.01% 20.875 16,700
------ --------
100.00% $166,850
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