XxXXXXXXXX, PIVEN, XXXXX
FAMILY OF TRUSTS,
THE PINNACLE TRUST
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated
September 23, 1998 among XxXxxxxxxx, Piven, Xxxxx Securities, Inc., and Xxxxx &
Xxxx Distributors, Inc., as Depositors and The Chase Manhattan Bank, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "XxXxxxxxxx, Piven, Xxxxx Family of Trusts,
The Pinnacle Trust, and Subsequent Series, Trust Indenture and Agreement" dated
September 23, 1998 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 Sec tion 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 Depositors wish 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 Depositors 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.
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
756777.2
Reference Trust Agreement ("Additional Closings"). The Depositors and Trustee
hereby agree that their respective representations, agreements and
certifications contained in the Closing Memorandum dated September 23, 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 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 XxXxxxxxxx, Piven, Xxxxx 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 15,567.
(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 1/15,567 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of
December and June commencing on December 15, 1998.
(e) The term Distribution Date shall mean the last business
day of December and June commencing on December 31, 1998.
(f) The First Settlement Date shall mean September 28, 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 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
756777.2
-2-
paid, provided, however, that with respect to the period prior to the first
Record Date, the Trustee's compensation shall be computed at $.86 per 100 Units:
rate per 100 units number of Units outstanding
$0.86 5,000,000 or less
$0.80 5,000,001 - 10,000,000
$0.74 10,000,001 - 20,000,000
$0.62 20,000,001 or more
(i) For purposes of Section 7.4, the Depositors' maximum
annual supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be December 17, 1999.
(k) The fiscal year for the Trust shall end on June 30 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]
756777.2
-0-
XxXXXXXXXX, XXXXX, XXXXX SECURITIES, INC.
Depositor
By: /s/ Xxxxx X. Xxxxx
------------------------------
President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 18th day of September, 1998, before me personally
appeared Xxxxx X. Xxxxx, to me known, who being by me duly sworn, said that he
is the President of XxXxxxxxxx, Piven, Xxxxx Securities, Inc., 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. 02VO5019906
Qualified in Bronx County
Commission Expires November 1, 1999
756777.2
-4-
XXXXX & XXXX DISTRIBUTORS, INC.
Depositor
By: /s/ Xxxxx XxXxxxx
--------------------------------
Executive Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 21st day of September, 1998, before me personally
appeared Xxxxx XxXxxxx, to me known, who being by me duly sworn, said that he is
Executive 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/ Xxxxxx Xxxxxxxx
----------------------------
Notary Public
Xxxxxx Xxxxxxxx
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualfied in New York County
Term Expires 8/31/00
756777.2
-5-
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 23rd day of September, 1998, before me personally
appeared Xxxxxxx Xxxxxxx, to me known, who being by me duly sworn, said that
(s)he is an Authorized Signator of The Chase Manhattan Bank, 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/ Ada Xxxx Xxxx
----------------------------
Notary Public
Ada Xxxx Xxxx
NOTARY PUBLIC, State of New York
No. 4864106
Qualified in New York County
Commission Expires 6/30/2000
756777.2
-6-
