EQUITY SECURITIES TRUST, SERIES 14
SIGNATURE SERIES
ZACKS ALL-STAR ANALYSTS TRUST II
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated
September 16, 1997 between Xxxxx & Xxxx Distributor L.P., 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 "Equity
Securities Trust, Series 6, Signature Series, Gabelli Entertainment and Media
Trust, and Subsequent Series, Trust Indenture and Agreement" dated November 16,
1995 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 except that the following sections of the Indenture hereby are
amended as follows:
317036.1
(a) All references to "The Chase Manhattan Bank
(National Association)" are replaced with "The Chase Manhattan
Bank".
(b) Paragraph (a) of Section 2.6 shall be amended to
read in its entirety as follows:
"Section 2.6 Deposit of Additional Securities.
(a) Subject to the requirements set forth below in
this Section, the Depositor may, on any Business
Day (the "Trade Date"), subscribe for Additional
Units as follows:
(1) Prior to the Evaluation Time on the Trade Date,
the Depositor shall provide notice (the "Subscription
Notice") to the Trustee, by telecopy or by written
communication, of the Depositor's intention to
subscribe for Additional Units. The Subscription
Notice shall identify the Additional Securities to be
acquired (unless such Additional Securities are a
precise replication of the then existing portfolio)
and shall either (i) specify the quantity of
Additional Securities to be deposited by the
Depositor on the settlement date for such
subscription or (ii) instruct the Trustee to purchase
Additional Securities with an aggregate value as
specified in the Subscription Notice.
(2) Promptly following the Evaluation Time on such
Business Day, the Depositor shall verify with the
Trustee, by telecopy, the number of Additional Units
to be created.
(3) Not later than the time on the settlement date
for such subscription when the Trustee is to deliver
the Additional Units created hereby (which time shall
not be later than the time by which the Trustee is
required to settle any contracts for the purchase of
Additional Securities entered into by the Trustee
pursuant to the instruction of the Depositor referred
to in subparagraph (1) above), the Depositor shall
deposit with the Trustee (i) any Additional
Securities specified in the Subscription Notice (or
contracts to purchase such Additional Securities
together with cash or a letter of credit in the
amount necessary to settle such contracts) or (ii)
cash or a letter of credit in the amount equal to the
aggregate value of the Additional Securities
specified in the Subscription Notice, together with,
in each case, Cash as defined below. "Cash" means, as
to the
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Principal Account, cash or other property (other than
Securities) on hand in the Principal Account or
receivable and to be credited to the Principal
Account as of the Evaluation Time on the Business Day
preceding the Trade Date (other than amounts to be
distributed solely to persons other than persons
receiving the distribution from the Principal Account
as holders of Additional Units created by the
deposit), and, as to the Income Account, cash or
other property (other than Securities) received by
the Trust as of the Evaluation Time on the Business
Day preceding the Trade Date or receivable by the
Trust in respect of dividends or other distributions
declared but not received as of the Evaluation Time
on the Business Day preceding the Trade Date, reduced
by the amount of any cash or other property received
or receivable on any Security allocable (in
accordance with the Trustee's calculation of the
monthly distribution from the Income Account pursuant
to Section 3.5) to a distribution made or to be made
in respect of a Record Date occurring prior to the
Trade Date. Each deposit made during the 90 days
following the deposit made pursuant to Section 2.1
hereof shall replicate, to the extent practicable, as
specified in subparagraph (b), the Original
Proportionate Relationship. Each deposit made after
the 90 days following the deposit made pursuant to
Section 2.1 hereof (except for deposits made to
replace Failed Securities if such deposits occur
within 20 days from the date of a failure occurring
within such initial 90 day period) shall maintain
exactly the proportionate relationship existing among
the Securities as of the expiration of such 90 day
period. Each such deposit shall exactly replicate
Cash.
(4) On the settlement date for a subscription, the
Trustee shall, in exchange for the Securities and
cash or letter of credit described above, issue and
deliver to or on the order of the Depositor the
number of Units verified by the Depositor with the
Trustee.
(5) Each deposit of Additional Securities, shall
be listed in a Supplementary Schedule to an
Addendum to the Reference Trust Agreement stating
the date of such deposit and the number of
Additional Units being issued therefor. The
Trustee shall acknowledge in such Addendum the
receipt of the Deposit and the number of
Additional Units issued in respect thereof. The
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317036.1
Additional Securities shall be held, administered and
applied by the Trustee in the same manner as herein
provided for the Securities.
(6) The acceptance of Additional Units by the
Depositor in accordance with the provisions of
paragraph (a) of this Section shall be deemed a
certification by the Depositor that the deposit or
purchase of Additional Securities associated
therewith complies with the conditions of this
Section 2.06."
(c) Section 3.1 is hereby amended by deleting the phrase
provided, however, the Trust shall not bear such expenses in excess of the
amount shown in the Statement of Condition included in the Prospectus, and any
such excess shall be borne by the Depositor".
(d) Section 3.5 is hereby amended by inserting the phrase "or
Income" in the second sentence of the sixth paragraph after the words "The
Trustee shall not be required to make a distribution from the Principal..."
(e) Section 3.14 is hereby amended by inserting the phrase
"including, but not limited to securities received as a result of a spin-off" in
the first sentence after the words "Any property received by the Trustee after
the initial date of Deposit in a form other than cash or additional shares of
the Securities listed on Schedule A..."
(f) Section 9.2 is hereby amended by replacing the phrase "60
business days" with "30 days" in the first sentence of the sixth paragraph.
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 September 16, 1997, 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.
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317036.1
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 Securities Trust (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 15,308.
(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 1/15308 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June
and December commencing on December 15, 1997.
(e) The term Distribution Date shall mean the last business
day of June and December commencing on December 31, 1997.
(f) The First Settlement Date shall mean September 19,
1997.
(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.
(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 $.90 per 100 Units:
rate per 100 units number of Units outstanding
$0.90 5,000,000 or less
$0.84 5,000,001 - 10,000,000
$0.78 10,000,001 - 20,000,000
$0.66 20,000,001 or more
(i) For purposes of Section 7.4, the Depositor's
maximum annual supervisory fee is hereby specified to be $.25 per
100 Units outstanding.
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(j) The Termination Date shall be December 17, 1998 or
the earlier disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30
of each year.
(l) For purposes of this series of Equity Securities Trust,
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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THE CHASE MANHATTAN BANK
Trustee
By: /s/ XXXXXXX XXXXXXX
-------------------
Vice President
(SEAL)
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 15th day of September, 1997, before me personally appeared
Xxxxxxx Xxxxxxx, to me known, who being by me duly sworn, said that he is an
Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that he 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 signed his name thereto by like authority.
/s/ ADA XXXX XXXX
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Notary Public
ADA XXXX XXXX
NOTARY PUBLIC, State of New York
No. 4864106
Qualified in New York County
Commission Expires 6/30/98
315855.1
XXXXX & TANG DISTRIBUTORS L.P.
Depositor
By: Xxxxx & Xxxx Asset Management, Inc.,
as General Partner of Depositor
By: /s/ XXXXX X. XXXXXXX
--------------------------------
Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 15th day of September, 1997, before me personally appeared
Xxxxx X. XxXxxxx, to me known, who being by me duly sworn, said that he is an
Authorized Signator of Xxxxx & Tang Asset Management, Inc. as General Partner
of 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/ XXXXXX XXXXXX
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Notary Public
XXXXXX XXXXXX
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualified in the County of New York
Term Expires 8/31/98
