GLICKENHAUS & CO., INC.
GLICKENHAUS VALUE PORTFOLIOS,
THE 1996 EQUITY COLLECTION
(the "TRUST")
SELECTED DEALER AGREEMENT
Dated: January __, 1996
Gentlemen:
Glickenhaus & Co. (the "Sponsor") acts as sole underwriter for
the sale of units (the "Units") of the Trust and as such has the right to
distribute Units of the Trust for resale. The Trust is an unit investment trust
registered under the Investment Company Act of 1940, as amended, and the Units
being offered to the public are registered under the Securities Act of 1933, as
amended. Upon request to us, you, as a selected dealer (the "Selected Dealer"),
may receive a copy of the Prospectus certain provisions of which are referred to
herein. The term Prospectus as used herein shall mean the prospectus included in
the registration statement, as amended, on Form S-6 under the Securities Act of
1933 relating to the Trust on file with the Securities and Exchange Commission
at the time such registration statement, as amended, becomes effective, except
that if the Prospectus filed pursuant to Rule 497(b) under the Securities Act of
1933 differs from the prospectus on file at the time such registration
statement, as amended, becomes effective, the term Prospectus shall refer to the
Rule 497(b) prospectus from and after the time it is mailed or otherwise
delivered to the Securities and Exchange Commission for filing. As principal, we
offer to sell to you, a Selected Dealer, Units of the Trust upon the following
terms and conditions:
1. In all sales of the Units to the public you shall act as
dealer for your own account, and in no transaction shall you have any authority
to act as agent for the Trust, or the Sponsor, nor shall you have any authority
to act as agent for the Trust, the Sponsor, or for any other Selected Dealer.
2. Orders received from you will be accepted by the Trust
through us only at the public offering price, the next determined evaluation of
the units plus a sales charge, applicable to each order, as set forth in the
Prospectus. The procedure relating to the handling of orders shall be subject to
Section 5 hereof and instructions which we or the Trust shall forward from time
to time to you. All orders are subject to acceptance or rejection by the Trust,
in its sole discretion.
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The minimum initial and subsequent purchase requirements, if any, are set forth
in the Prospectus.
3. The sales charges for sales of the Units to the public,
computed as a percentage of the public offering price per 100 Units and the
amount invested, are set forth in the Prospectus. These sales charges will apply
on all purchases at any one time by the same purchaser of Units of the Trust in
the amounts stated. Units held in the name of the spouse of the purchaser or in
the name of a child, under 21 years of age, of the purchaser are deemed for the
purposes hereof to be registered in the name of the purchaser. The graduated
sales charges are also applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.
The concession paid to Selected Dealers (the "Selected Dealer
Concession") will reflect the cumulative Units purchased by each Selected Dealer
and shall be in accordance with Schedule A attached hereto.
You may reallow to other dealers who are members in good
standing of the National Association of Securities Dealers, Inc. a concession
not in excess of the Selected Dealer Concession, provided such dealers agree to
abide by the terms of this Agreement.
4. You shall not place orders for any Units unless you have
already received purchase orders for such Units at the applicable public
offering prices and subject to the terms hereof. You agree that you will not
offer or sell any Units except under circumstances that will result in
compliance with the applicable Federal and state securities laws and that in
connection with sales and offers to sell Units you will furnish to each person
to whom any such sale or offer is made a copy of the Prospectus and will not
furnish to any person any information relating to the Units which is
inconsistent in any respect with the information contained in the Prospectus or
cause any advertisement to be published in any newspaper or posted in any public
place without the express written consent of the Sponsor.
5. The Sponsor will consider any order entered by
authorized personnel from the Selected Dealer during business
hours (9:00 A.M. to 3:00 P.M.) good and non-cancelable orders.
Any orders will be entered as received, less the Selected Dealer
Concession.
6. No person is authorized to make any representations
concerning the Units except those contained in the Prospectus and in such
printed information subsequently issued by the Sponsor or the Trust as
information supplemental to such Prospectus. In purchasing Units from us, you
shall rely solely on the representations set forth in the Prospectus.
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7. You agree to the inclusion of your name as part of the
selling group which may be disclosed in the Prospectus. You further agree to
deliver to each of the purchasers making purchases from you a copy of the
Prospectus at or prior to the time of offering or sale, and you agree thereafter
to deliver to such purchasers copies of the annual and interim reports of the
Trust. Additional copies of the Prospectus and annual and interim reports of the
Trust will be supplied to you in reasonable quantities upon request.
8. The Sponsor reserves the right in its discretion, without
notice, to suspend sales or withdraw the offering of Units entirely. The Sponsor
may in its sole discretion modify the Selected Dealer Concession without the
consent of the Selected Dealer. Each party hereto has the right to cancel this
Agreement upon written notice to the other party.
The Sponsor shall have full authority to take such action as
it may deem advisable in respect of all matters pertaining to the offering of
the Units. The Sponsor shall be under no liability to you except for failure to
perform obligations expressly assumed herein and in the Prospectus Agreement.
Nothing contained in this Section 8 is intended to operate as, nor shall the
provisions of this Section 8 in any way whatsoever constitute, a waiver by us to
you of compliance with any provisions of the Securities Act of 1933, as amended,
of the rules and regulations of the Securities and Exchange Commission issued
thereunder, or of any other applicable Federal or state regulations.
9. You represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. and, with respect to any sales
of the Units in the United States, we both hereby agree to abide by the Rules of
Fair Practice of such Association and by the terms of this Agreement.
10. Upon application to the Sponsor, we will inform you as to
the states in which we believe the Units have been qualified for sale under, or
are exempt from the requirements of, the respective securities laws of such
states, but neither we nor the Sponsor assume any responsibility or obligation
as to your right to sell Units in any jurisdiction.
11. All notices and communications to us should be
sent to: Glickenhaus & Co., 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 attention: Xx. Xxxxx X. Xxxx. All notices and
communications to you shall be given if mailed or telegraphed to
you at the address specified hereinabove.
Please confirm your purchase and your acceptance of the terms
of this Agreement by signing and returning to us at 6 East
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00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 the enclosed duplicate of this letter.
GLICKENHAUS & CO..
as Sponsor
By: _______________________
Title
AGREED AND ACCEPTED:
Name of Selected Dealer: ______________________________
By: ______________________________
Title
Address:
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SCHEDULE A
The Selected Dealer Concession will be determined in accordance with the
following schedule:
Sales Charge
as % of
Number of Sales Net Amount Dealer
Units Charge Invested Concession
The Sponsor reserves the right to change the dealer's concession form time to
time.
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