QUALIFIED UNIT INVESTMENT
LIQUID TRUST SERIES ("QUILTS")
EQUITY STRATEGIC TEN, SERIES 3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated October 24,
1996 among OCC Distributors, as Depositor, and The Chase Manhattan Bank, 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 as though said provisions had been set forth in full in this
instrument.
338056.1
(a) All references to "The Chase Manhattan Bank (National
Association)" are replaced with "The Chase Manhattan Bank".
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 24, 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 the
Prospectus relating to this series of Equity Strategic Ten, Series 3 (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 148,960.
(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 1/148960 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day (or the last
business day prior thereto) of December, 1996.
(e) The term Dividend Payment Date shall mean the last day (or the
last business day prior thereto) of December, 1997.
-2-
338056.1
(f) The First Settlement Date shall mean October 30, 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 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 $1.02 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 December 4, 1997.
(k) The fiscal year for the Trust shall end on
September 30, 1997.
(l) 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 Xxxxxx
Authorized Person
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 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 24th day of October,
1996.
/s/ Xxxxx XxXxxxxxx
Notary Public
(SEAL)
My Commission expires: June 5, 1997
338056.1
THE CHASE MANHATTAN BANK
as Trustee and Evaluator
By: /s/ Xxxxxx Xxxxxxxx
(SEAL)
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, Xxxxxxxxx X. Xxxxxx, 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, appeared before me this day in person, and acknowledged that
he/she sealed with the corporate seal of The Chase Manhattan Bank 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, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 22nd day of October,
1996.
/s/ Xxxxxxxxx X. Xxxxxx
Notary Public
(SEAL)
My Commission expires: March 30, 1998
338056.1
QUALIFIED UNIT INVESTMENT
LIQUID TRUST SERIES ("QUILTS")
EQUITY STRATEGIC FIVE, SERIES 3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated October 24,
1996 among OCC Distributors, as Depositor, and The Chase Manhattan Bank, 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 as though said provisions had been set forth in full in this
instrument.
338056.1
(a) All references to "The Chase Manhattan Bank (National
Association)" are replaced with "The Chase Manhattan Bank".
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 24, 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 the
Prospectus relating to this series of Equity Strategic Five, Series 3 (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 148,940.
(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 1/148940 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day (or the last
business day prior thereto) of December, 1996.
(e) The term Dividend Payment Date shall mean the last day (or the
last business day prior thereto) of December, 1996.
-2-
338056.1
(f) The First Settlement Date shall mean October 30, 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 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 $1.02 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 December 4, 1997.
(k) The fiscal year for the Trust shall end on
September 30, 1997.
(l) 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 Xxxxxx
Authorized Person
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 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 24th day of October,
1996.
/s/ Xxxxx XxXxxxxxx
Notary Public
(SEAL)
My Commission expires: June 5, 1997
338056.1
THE CHASE MANHATTAN BANK
as Trustee and Evaluator
By: /s/ Xxxxxx Xxxxxxxx
(SEAL)
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, Xxxxxxxxx X. Xxxxxx, 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, appeared before me this day in person, and acknowledged that
he/she sealed with the corporate seal of The Chase Manhattan Bank 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, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 22nd day of October,
1996.
/s/ Xxxxxxxxx X. Xxxxxx
Notary Public
(SEAL)
My Commission expires: March 30, 1998
338056.1
