XxXXXXXXXX, PIVEN, XXXXX
FAMILY OF TRUSTS,
THE PINNACLE TRUST
LARGE CAP SERIES II
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated January 5, 1999 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 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 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 Reference Trust Agreement ("Additional
Closings"). The Depositors and Trustee hereby agree that their respective
representations, agreements and certifications contained in the Closing
Memorandum dated January 5, 1999, 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 15,617.
(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
1/15,617 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and December
commencing on June 15, 1999.
(e) The term Distribution Date shall mean the last business day of June and
December commencing on June 30, 1999.
(f) The First Settlement Date shall mean January 8, 1999.
(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 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 NUMBER OF UNITS
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 April 10, 2000 or the earlier disposition
of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 31 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]
-0-
XxXXXXXXXX, XXXXX, XXXXX SECURITIES, INC.
Depositor
/s/ Xxxxx X. XxXxxxxxxx
By: ______________________________________
Chief Executive Officer
STATE OF NEW YORK)
: ss:
COUNTY OF NEW YORK)
On this 4th day of January, 1999, before me personally appeared Xxxxx X.
XxXxxxxxxx, to me known, who being by me duly sworn, said that he is the Chief
Executive Officer 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/ Xxxxxxx X. Xxxxxxx
__________________________________________
Notary Public
XXXXX & TANG DISTRIBUTORS, INC.
/s/ Xxxxx X. XxXxxxx
By: ______________________________________
Executive Vice President
STATE OF NEW YORK)
: ss:
COUNTY OF NEW YORK)
On this 4th day of January, 1999, before me personally appeared Xxxxx X.
xxXxxxx, to me known, who being by me duly sworn, said that he is the Executive
Executive Vice President of Xxxxx & Xxxx Distributors, Inc., 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
THE CHASE MANHATTAN BANK
Trustee
/s/ Xxxxxxx X. Xxxxxxx
By: ______________________________________
Vice President
STATE OF NEW YORK)
: ss:
COUNTY OF NEW YORK)
On this 4th day of January, 1999, before me personally appeared Xxxxxxx X.
Xxxxxxx, to me known, who being by me duly sworn, said that he/she is an
Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that he/she 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
