QUALIFIED UNIT INVESTMENT
LIQUID TRUST SERIES ("QUILTS")
EQUITY STRATEGIC FIVE, SERIES 1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated February 8,
1996 among OCC Distributors, as Depositor, and The Chase Manhattan Bank
(National Association), as Trustee, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled "Qualified
Unit Investment Liquid Trust Series ("QUILTS") And Subsequent Series And Any
Other Future Trusts For Which OCC Distributors Acts As Sponsor" dated February
8, 1996 (the "Indenture") (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, the Trustee and the Evaluator
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
338056.1
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 Reference Trust Agreement
("Additional Closings"). The Depositor and Trustee hereby agree that their
respective representations, agreements and certifications contained in the
Closing Memorandum dated February 8, 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 the Trustee, its
charter and permit to exercise fiduciary powers 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 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 149,758.
(c) For the purposes of the definition of Unit in item (19) of
Section 1.1, the fractional undivided interest in and ownership of the Trust
per 1,000 Units initially is 1/149758 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day (or the last
business day prior thereto) of June and December, 1996.
(e) The term Payment Date shall mean the last day (or the last
business day prior thereto) of June and December, 1996.
(f) The First Settlement Date shall mean February 14, 1996.
-2-
338056.1
(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 date 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 $.86 per 1000 Units:
rate per 1000 Units number of Units outstanding
$0.62 200,000,000 or more
$0.74 100,000,000 - 199,999,999
$0.80 50,000,000 - 99,999,999
$0.86 49,999,999 or less
(i) For purposes of Section 7.4, the Depositor's maximum supervisory
annual fee is hereby specified to be $.25 per 1,000 Units.
(j) The Termination Date shall mean February 19, 1997.
(k) Except for temporary certificates evidencing the Units described
in paragraph (b) above, ownership of Units of these Series of Qualified Unit
Investment Liquid Trust Series ("QUILTS"), shall not be evidenced by
certificates.
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]
-3-
338056.1
OCC DISTRIBUTORS
as Depositor
By: XXXXXXXXXXX FINANCIAL CORP.
as Managing Partner of the
Depositor
By: /s/ Xxxxx X. Xxxxxx
Authorized Person
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
I, Xxxxx Xxxxx, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Xxxxx X. Xxxxxx personally known to me
to be the same person whose name is subscribed to the foregoing instrument and
personally known to me to be an Authorized Person of Xxxxxxxxxxx Financial
Corp., a Delaware corporation, appeared before me this day in person, and
acknowledged that he/she signed and delivered the said instrument as his/her
free and voluntary act as such Authorized Person and as the free and voluntary
act of said Xxxxxxxxxxx Financial Corp., for the uses and purposes therein set
forth.
GIVEN under my hand and notarial seal this 8th day of February, 1996.
/s/Xxxxx Xxxxx
Notary Public
(SEAL)
My Commission expires: November 1, 1997
338056.1
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Trustee and Evaluator
By: /s/Xxxxxx Xxxxxxxx
(SEAL)
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, Ada Iris Vegas, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Xxxxxx Xxxxxxxx personally known to me
to be the same person whose name is subscribed to the foregoing instrument and
personally known to me to be a Vice President of The Chase Manhattan Bank
(National Association), appeared before me this day in person, and
acknowledged that he/she sealed with the corporate seal of The Chase Manhattan
Bank (National Association) and signed and delivered the said instrument as
his/her free and voluntary act as such Vice President and as the free and
voluntary act of said The Chase Manhattan Bank (National Association), for the
uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 6th day of February, 1996.
/s/Ada Iris Vegas
Notary Public
(SEAL)
My Commission expires: 6-30-96
338056.1
SCHEDULE A
QUILTS
Equity Strategic Five, Series 1
PORTFOLIO
AS OF FEBRUARY 8, 1996
Percentage Market Cost of
Portfolio Number of Name of Issuer (2) of Value Securities
No. Shares and Ticker Symbol Fund (1) Per Share to Trust (3)
--- -------- ----------------- ---------- --------- ------------
1 546 Chevron Corporation - CHV 20.01% $53.375 $ 29,143
2 366 General Electric Company - 19.98 79.500 29,097
GE
3 567 General Motors Corporation 20.00 51.375 29,130
- GM
4 717 International Paper 20.00 40.625 29,128
Company - IP
5 427 Minnesota Mining & 20.01 68.250 29,143
Manufacturing Company -
MMM
Total 100.0% $145,641
=============== ==============
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Strategic Five Trust.
(2) Forward contracts to purchase the Securities were entered into on
February 8, 1996. All such contracts are expected to be settled on or
about the First Settlement Date of the Trust which is expected to be
February 14, 1996.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the Initial Date of Deposit.
Addiional information regarding the Strategic Five Trust is as follows:
Sponsor's Profit/Loss
Sponsor's (Initial Date
Purchase Price of Deposit)
$145,641 $--
QUALIFIED UNIT INVESTMENT
LIQUID TRUST SERIES ("QUILTS")
EQUITY STRATEGIC TEN, SERIES 1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated February 8,
1996 among OCC Distributors, as Depositor, and The Chase Manhattan Bank
(National Association), as Trustee, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled "Qualified
Unit Investment Liquid Trust Series ("QUILTS") And Subsequent Series And Any
Other Future Trusts For Which OCC Distributors Acts As Sponsor" dated February
8, 1996 (the "Indenture") (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, the Trustee and the Evaluator
agree as follows:
Part III
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
338056.1
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 Reference Trust Agreement
("Additional Closings"). The Depositor and Trustee hereby agree that their
respective representations, agreements and certifications contained in the
Closing Memorandum dated February 8, 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 the Trustee, its
charter and permit to exercise fiduciary powers 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 IV
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 149,534.
(c) For the purposes of the definition of Unit in item (19) of
Section 1.1, the fractional undivided interest in and ownership of the Trust
per 1,000 Units initially is 1/149534 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day (or the last
business day prior thereto) of June and December, 1996.
(e) The term Payment Date shall mean the last day (or the last
business day prior thereto) of June and December, 1996.
(f) The First Settlement Date shall mean February 14, 1996.
338056.1
(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 date 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 $.86 per 1000 Units:
rate per 1000 Units number of Units outstanding
$0.62 200,000,000 or more
$0.74 100,000,000 - 199,999,999
$0.80 50,000,000 - 99,999,999
$0.86 49,999,999 or less
(i) For purposes of Section 7.4, the Depositor's maximum supervisory
annual fee is hereby specified to be $.25 per 1,000 Units.
(j) The Termination Date shall mean February 19, 1997.
(k) Except for temporary certificates evidencing the Units described
in paragraph (b) above, ownership of Units of these Series of Qualified Unit
Investment Liquid Trust Series ("QUILTS"), shall not be evidenced by
certificates.
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]
338056.1
OCC DISTRIBUTORS
as Depositor
By: XXXXXXXXXXX FINANCIAL CORP.
as Managing Partner of the
Depositor
By: /s/Xxxxx X. Xxxxxx
Authorized Person
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
I, Xxxxx Xxxxx, a Notary Public in and for the said County in
the State aforesaid, do hereby certify that Xxxxx X. Xxxxxx personally known
to me to be the same person whose name is subscribed to the foregoing
instrument and personally known to me to be an Authorized Person of
Xxxxxxxxxxx Financial Corp., a Delaware corporation, appeared before me this
day in person, and acknowledged that he/she signed and delivered the said
instrument as his/her free and voluntary act as such Authorized Person and as
the free and voluntary act of said Xxxxxxxxxxx Financial Corp., for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this 8th day of February,
1996.
/s/Xxxxx Xxxxx
Notary Public
(SEAL)
My Commission expires: November 1, 1997
338056.1
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Trustee and Evaluator
By: /s/Xxxxxx Porrazo
(SEAL)
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, Ada Iris Vegas, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Xxxxxx Xxxxxxxx personally known to me
to be the same person whose name is subscribed to the foregoing instrument and
personally known to me to be a Vice President of The Chase Manhattan Bank
(National Association), appeared before me this day in person, and
acknowledged that he/she sealed with the corporate seal of The Chase Manhattan
Bank (National Association) and signed and delivered the said instrument as
his/her free and voluntary act as such Vice President and as the free and
voluntary act of said The Chase Manhattan Bank (National Association), for the
uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 6th day of February, 1996.
/s/Ada Iris Vegas
Notary Public
(SEAL)
My Commission expires: 6-30-96
338056.1
SCHEDULE A
QUILTS
Equity Strategic Ten, Series 1
PORTFOLIO
AS OF FEBRUARY 8, 1996
Cost of
Portfo- Percentage Market Securities
lio Number of Name of Issuer of Value to Trust
No. Shares and Ticker Symbol (2) Fund (1) Per Share (3)
----- -------- --------------------- ---------- --------- ---
1 272 Chevron Corporation - 10.00% $53.375 $14,518
CHV
2 000 X.X. xx Xxxx Xx 9.97 79.125 14,480
Nemours & Company - DD
3 175 Exxon Corporation - 9.97 82.750 14,481
XON
4 183 General Electric 10.02 79.500 14,549
Company - GE
5 283 General Motors 10.02 51.375 14,539
Corporation - GM
6 358 International Paper 10.02 40.625 14,544
Company - IP
7 178 X.X. Xxxxxx & 10.02 81.750 14,552
Company, Inc. - JPM
8 213 Minnesota Mining and 10.02 68.250 14,537
Manufacturing
Company -MMM
9 151 Xxxxxx Xxxxxx 9.96 95.875 14,476
Companies, Inc. - MO
10 179 Texaco, Inc. - TX 10.00 81.125 14,521
Total 100.00% $145,197
============== ==========
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Strategic Ten Trust.
(2) Forward contracts to purchase the Securities were entered into on
February 8, 1996. All such contracts are expected to be settled on or
about the First Settlement Date of the Trust which is expected to be
February 14, 1996.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the Initial Date of Deposit.
Additional information regarding the Strategic Ten Trust is as follows:
Sponsor's Profit/Loss
Sponsor's (Initial Date
Purchase Price of Deposit)
$145,197 $--