Exhibit 99.1.1
THE PINNACLE FAMILY OF TRUSTS,
DOGS OF TECH TRUST SERIES I
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated May 22, 2001,
among Investec Ernst & Company, 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 "The Pinnacle Family of Trusts, Dogs of
Tech Trust Series I and Financial Trust Series II, and Subsequent Series, Trust
Indenture and Agreement" dated May 22, 2001, 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 and the Trustee agree 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 the following sections of the Indenture are hereby
amended as follows:
(a) Paragraph (6) of Section 1.1 is amended to read as follows:
"Depositor' shall mean Investec Ernst & Company ("Investec") or
its successors in interest, or any successor depositor or
depositors appointed as herein provided."
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 May 22, 2001, 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.
-2-
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 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 15,799.
(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 1/15,799 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on June 15, 2001.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on June 30, 2001.
(f) The First Settlement Date shall mean May 25, 2001.
(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 Depositor's maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
-3-
(j) The Termination Date shall be May 15, 2003 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.
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-
INVESTEC ERNST & COMPANY
Depositor
By: /s/ XXXXX X. XXXXXXX
------------------------------
Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 21st day of May, 2001, before me personally appeared Xxxxx
XxXxxxx, to me known, who being by me duly sworn, said that he is 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/ XXXXXXX X. XXXXXXX
------------------------------
Notary Public
XXXXXXX X. XXXXXXX
Notary Public, State of New York
No. 315016879
Qualified in New York County
Commission Expires 9/26/2001
THE BANK OF NEW YORK
Trustee
By: /s/ XXXXXX XXXXXXXX
------------------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 21st day of May, 2001, before me personally appeared Xxxxxx
Xxxxxxxx, 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
THE PINNACLE FAMILY OF TRUSTS,
FINANCIAL TRUST SERIES II
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated May 22, 2001,
among Investec Ernst & Company, 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 "The Pinnacle Family of Trusts, Dogs of
Tech Trust Series I and Financial Trust Series II, and Subsequent Series, Trust
Indenture and Agreement" dated May 22, 2001, 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 and the Trustee agree 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 the following sections of the Indenture are hereby
amended as follows:
(a) Paragraph (6) of Section 1.1 is amended to read as follows:
"Depositor' shall mean Investec Ernst & Company ("Investec") or
its successors in interest, or any successor depositor or
depositors appointed as herein provided."
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 May 22, 2001, 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.
-2-
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 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 15,786.
(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 1/15,786 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on June 15, 2001.
(e) The term Distribution Date shall mean the last business day of
June and December commencing on June 30, 2001.
(f) The First Settlement Date shall mean May 25, 2001.
(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 Depositor's maximum annual
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
-3-
(j) The Termination Date shall be May 15, 2003 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.
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-
INVESTEC ERNST & COMPANY
Depositor
By: /s/ XXXXX X. XXXXXXX
--------------------------
Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 21st day of May, 2001, before me personally appeared Xxxxx
XxXxxxx, to me known, who being by me duly sworn, said that he is 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/ XXXXXXX X. XXXXXXX
-----------------------------
Notary Public
XXXXXXX X. XXXXXXX
Notary Public, State of New York
No. 315016879
Qualified in New York County
Commission Expires 9/26/2001
THE BANK OF NEW YORK
Trustee
By: /s/ XXXXXX XXXXXXXX
-----------------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 21st day of May, 2001, before me personally appeared Xxxxxx
Xxxxxxxx, 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
