GLICKENHAUS VALUE PORTFOLIOS,
THE 1996 EQUITY COLLECTION, SERIES III
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated
October 10, 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.
334811.1
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 October 10, 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
13,142.
(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 1/13142nd as of the date hereof.
(d) The term Record Date shall mean the fifteenth day
of June and December commencing on December 15, 1996.
(e) The term Distribution Date shall mean the first business
day of July and January commencing on January 1, 1997.
(f) The First Settlement Date shall mean October 16,
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.
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334811.1
(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 $.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 November 10, 1998, or
the disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on July 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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334811.1
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, Xxxxx XxXxxxxxx, 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 10th day of October,
1996.
/s/ XXXXX XXXXXXXXX
Xxxxx XxXxxxxxx
Notary Public
[SEAL]
Xxxxx XxXxxxxxx
Notary Public State of New York
No. 01MC5044884
Qualified in New York County
Commission Expires June 5, 1997
334416.1
THE BANK OF NEW YORK, Trustee
By: /s/ XXXXXXX XXXXX
Vice President
ATTEST:
By: Xxxxxxx Xxxxxx
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Xxxxxxx X. Xxxxx, Xx., a Notary Public in and for the said County in
the State aforesaid, do hereby certify that Xxxxxxx Xxxxx 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 8th day of October, 1996.
/S/ XXXXXXX X. XXXXX, XX.
Xxxxxxx X. Xxxxx, Xx.
Notary Public
[SEAL]
Xxxxxxx X. Xxxxx, Xx.
Notary of the State of New York
Number 00-0000000
Qualified in Queens County
Commission Expires April 30, 1997
My commission expires:
SCHEDULE A
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION, SERIES III
PORTFOLIO
AS OF OCTOBER 10, 1996
Percentage Cost of
Portfolio Number of Name of Issuer of Market Value Securities
No. Shares and Ticker Symbol(2) Fund (1) Per Share to Trust (3)
----- -------- -------------------- ---------- --------- ------------
COMMON STOCK: 91.72%
UNITED STATES: (91.72%)
Automobiles/Trucks: 9.86% 1 400 Shs. Chrysler Corp. - C (4) 9.86% $31.250 $12,500
Building: 7.10% 2 400 Shs. Lennar Corp. - LEN 7.10% 22.500 9,000
Containers: 8.35% 3 700 Shs. Stone Container
Corp. - STO 8.35% 15.125 10,588
Chemicals: 7.00% 4 200 Shs. Union Carbide Corp. -
UK 7.00% 44.375 8,875
Electronic Companies: 15.02% 5 600 Shs. Cyrix Corp. - CYRX 7.36% 15.563 9,338
6 300 Shs. Micron Technology,
Inc. - MU 7.66% 32.375 9,712
-------
19,050
Equity REITs: 8.00% 7 400 Shs. First Industrial Realty
Tr. - FR 8.00% 25.375 10,150
Oil/Gas - Domestic: 28.23% 8 300 Shs. ENSCO International
Inc. - ESV 7.95% 33.625 10,087
9 200 Shs. Imperial Oil Ltd. -
IMO 6.92% 43.875 8,775
10 200 Shs. Tidewater, Inc. - TDW 6.17% 39.125 7,825
11 200 Shs. Triton Energy Ltd. -
OIL 7.19% 45.625 9,125
------
35,812
Publishing: 8.16% 12 900 Shs. Xxxxxxxxx International
Inc. - HLR 8.16% 11.500 10,350
ADRs: 8.28%
ISRAEL: (8.28%)
Telecommunications: 8.28% 13 600 Shs. Koor Industries Ltd. -
KOR 8.28% 17.500 10,500
------ ------
100.00% $126,825
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