GLICKENHAUS VALUE PORTFOLIOS,
THE 1998 EQUITY COLLECTION, SERIES I
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated April 7, 1998
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 (the "Indenture") 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 except that for all purposes of this Glickenhaus Value Portfolios,
The 1998 Equity Collection, Series I, and all
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subsequent Series, the following Section of the Indenture is
amended as follows:
(a) Section 3.11 is hereby amended so that the first sentence of such
section reads as follows:
" In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
Securities, the Trustee shall reject such offer, except that if
(1) the issuer failed to declare or pay anticipated dividends
with respect to such Securities or (2) in the opinion of the
Sponsor, given in writing to the Trustee, the issuer will
probably fail to declare or pay anticipated dividends with
respect to such Securities in the reasonably forseeable future,
the Sponsor shall instruct the Trustee in writing to accept or
reject such offer and to take any other action with respect
thereto as the Sponsor may deem proper."
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 7, 1998, 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 1998 Equity Collection,
Series I have been deposited in the Trust under this Agreement (See Portfolio in
Part A of the
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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 20,225.
(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 1/20,225 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December, commencing on June 15, 1998.
(e) The term Distribution Date shall mean the first business day of
July and January, commencing on July 1, 1998.
(f) The First Settlement Date shall mean April 13, 1998.
(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
$.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 May 7, 2000, or the disposition of
the last Security in the Trust.
(k) The fiscal year for the Trust shall end on March 31st 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/ Xxxxxxx X. Xxxxx
----------------------------
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 Xxxxxxx X. Xxxxx, 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 7th day of April, 1998.
/s/ Xxxxx XxXxxxxxx
----------------------------
Notary Public
[SEAL]
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THE BANK OF NEW YORK, Trustee
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------
Vice President
ATTEST:
By: /s/ Xxxxxxx Xxxxx
--------------------------
(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 Xxxxxxx Xxxxx and Xxxxxx
Xxxxxxxx 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 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 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 3rd day of April, 1998.
/s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------
Notary Public
[SEAL]
My commission expires:
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