AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1996
REGISTRATION NO. 33-64155
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
AMENDMENT NO. 2
TO
FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
---------------------
A. EXACT NAME OF TRUST:
Glickenhaus Value Portfolios, The 1996 Equity Collection
B. NAME OF DEPOSITORS:
Glickenhaus & Co.
C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
Glickenhaus & Co.
6 East 43rd Street
New York, New York 10017
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
SETH M. GLICKENHAUS MICHAEL R. ROSELLA, Esq.
Glickenhaus & Co. Battle Fowler LLP
6 East 43rd Street Park Avenue Tower
New York, New York 10017 75 East 55th Street
New York, New York 10022
(212) 856-6858
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Glickenhaus Value Portfolios, The 1996
Equity Collection is being registered under the Securities Act of 1933
pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended, and Rule 24f-2 thereunder.
F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500* (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
_____ Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
* Previously paid.
310373.1
<PAGE>
<TABLE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
CROSS-REFERENCE SHEET
Pursuant to Rule 404 of Regulation C
Under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction as
to the Prospectus in Form S-6)
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
I. ORGANIZATION AND GENERAL INFORMATION
<C> <C>
1. (a) Name of trust............................... Front cover of Prospectus
(b) Title of securities issued.................. Front cover of Prospectus
2. Name and address of each depositor............... Sponsor
3. Name and address of trustee...................... Trustee
4. Name and address of principal underwriters....... Sponsor, Underwriting Account, Back
Cover
5. State of organization of trust................... Organization
6. Execution and termination of trust agreement..... The Trust, Amendment and Termination of
the Trust Agreement
7. Changes of name.................................. Not Applicable
8. Fiscal year...................................... Not Applicable
9. Litigation....................................... None
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer securities............. Rights of Unit Holders
(b) Cumulative or distributive securities....... Rights of Unit Holders
(c) Redemption.................................. Rights of Unit Holders
(d) Conversion, transfer, etc................... Rights of Unit Holders
(e) Periodic payment plan....................... Not Applicable
(f) Voting rights............................... Amendment and Termination of the Trust
Agreement
(g) Notice to certificateholders................ Right of Unit Holders--Reports and
Records, Sponsor--Responsibility,
Trustee--Resignation
Amendment and Termination of
the Trust Agreement--Amendment
(h) Consents required........................... Sponsor--Responsibility, Amendment and
Termination of the Trust Agreement
(i) Other provisions............................ The Trust--Tax Status
11. Type of securities comprising units.............. Objectives, Portfolio
12. Certain information regarding periodic payment
certificates..................................... Not Applicable
i
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
13. (a) Load, fees, expenses, etc................... Summary of Essential Information, The
Trust--Expenses and Charges, Public
Offering--Offering Price, Public Offering--Market for Units,
Public Offering--Sponsor's and Underwriter's Profits
(b) Certain information regarding periodic
payment certificates........................ Not Applicable
(c) Certain percentages......................... Public Offering--Offering Price
(d) Other loads, fees, expenses................. Rights of Unit Holders--Certificates
(e) Certain profits receivable by depositors,
principal underwriters, trustee or
affiliated persons.......................... Public Offering--Offering Price, Public
Offering--Sponsor's and Underwriter's
Profits, Rights of Unit Holders--Redemption--Purchase by the Sponsor of
Units Tendered for Redemption
(f) Ratio of annual charges to income........... Not Applicable
14. Issuance of trust's securities................... The Trust, Rights of Unit Holders--Certificates
15. Receipt and handling of payments from purchasers. Public Offering--Offering Price, Public
Offering--Sponsor's and Underwriter's
Profits, Amendment and Termination of the
Trust Agreement
16. Acquisition and disposition of underlying
securities....................................... Organization, Objectives, Portfolio,
Sponsor--Responsibility
17. Withdrawal or redemption......................... Public Offering--Market for Units, Rights
of Unit Holders--Redemption
18. (a) Receipt, custody and disposition of income.. Portfolio--General Considerations, The
Trust--Insurance on the Bonds, Public
Offering--Offering Price, Rights of Unit
Holders--Distribution of Interest and
Principal, Rights of Unit Holders--Reports
and Records, Amendment and Termination
of the Trust Agreement
(b) Reinvestment of distributions............... Automatic Accumulation Account
(c) Reserves or special funds................... The Trust--Expenses and Charges--Other
Charges, Rights of Unit Holders--Distribution of Interest and Principal,
Amendment and Termination of the Trust
Agreement
(d) Schedule of distributions................... Not Applicable
19. Records, accounts and reports.................... Rights of Unit Holders--Reports and
Records; Rights of Unit Holders--Distribution of Interest and Principal,
Amendment and Termination of the Trust
Agreement
ii
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
20. Certain miscellaneous provisions of trust
agreement
(a) Amendment................................... Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
(b) Termination................................. Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
(c) and (d) Trustee, removal and successor....... Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
(e) and (f) Depositor, removal and successor..... Sponsor--Resignation, Trustee--Resignation,
Trustee--Limitations on Liability,
Amendment and Termination of the Trust
Agreement
21. Loans to security holders........................ Not Applicable
22. Limitations on liability......................... Portfolio, Sponsor--Limitations on Liability,
Trustee--Limitations on Liability
23. Bonding arrangements............................. Additional Information--Item A
24. Other material provisions of trust agreement..... Not Applicable
III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of depositor........................ Sponsor
26. Fees received by depositor....................... Not Applicable
27. Business of depositor............................ Sponsor
28. Certain information as to officials and affiliated
persons of depositor............................. Contents of Registration Statement
29. Voting securities of depositor................... Not Applicable
30. Persons controlling depositor.................... Not Applicable
31. Payments by depositor for certain services
rendered to trust................................ Not Applicable
32. Payments by depositor for certain other services
rendered to trust................................ Not Applicable
33. Remuneration of employees of depositor for
certain services rendered to trust............... Not Applicable
34. Remuneration of other person for certain services
rendered to trust................................ Not Applicable
IV. Distribution and Redemption of Securities
35. Distribution of trust's securities by states..... Public Offering--Distribution of Units
36. Suspension of sales of trust's securities........ Not Applicable
iii
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
37. Revocation of authority to distribute............ Not Applicable
38. (a) Method of distribution...................... Public Offering--Distribution of Units,
Underwriting Account, Public Offering--Sponsor's and Underwriter's Profits
(b) Underwriting agreements..................... Public Offering--Distribution of Units,
Underwriting Account, Public Offering--Sponsor's and Underwriter's Profits
(c) Selling agreements.......................... Public Offering--Distribution of Units,
Underwriting Account, Public Offering--Sponsor's and Underwriter's Profits
39. (a) Organization of principal underwriters...... Sponsor
(b) N.A.S.D. membership of principal
underwriters................................ Sponsor
40. Certain fees received by principal underwriters.. Not Applicable
41. (a) Business of principal underwriters.......... Sponsor
(b) Branch offices of principal underwriters.... Not Applicable
(c) Salesmen of principal underwriters.......... Not Applicable
42. Ownership of trust's securities by certain persons Not Applicable
43. Certain brokerage commissions received by
principal underwriters........................... Not Applicable
44. (a) Method of valuation......................... Public Offering--Market for Units, Public
Offering--Offering Price, Public Offering--Distribution of Units
(b) Schedule as to offering price............... Not Applicable
(c) Variation in offering price to certain
persons..................................... Public Offering--Offering Price, Public
Offering--Distribution of Units
45. Suspension of redemption rights.................. Not Applicable
46. (a) Redemption valuation........................ Rights of Unit Holders--Redemption--Computation of Redemption
Price per Unit
(b) Schedule as to redemption price............. Not Applicable
47. Maintenance of position in underlying securities. Public Offering--Market for Units; Public
Offering--Sponsor's and Underwriter's
Profits, Rights of Unit Holders--Redemption--Purchase by the Sponsor of
Units Tendered for Redemption, Rights of
Unit Holders--Redemption--Computation of
Redemption Price per Unit
V. Information Concerning the Trustee or Custodian
48. Organization and regulation of trustee........... Trustee
49. Fees and expenses of trustee..................... The Trust--Expenses and Charges, Rights
of Unit Holders--Distribution of Interest and
Principal
iv
310373.1
<PAGE>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
50. Trustee's lien................................... The Trust--Expenses and Charges--Other
Charges, Rights of Unit Holders--Distribution of Interest and Principal
VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's securities....... Not Applicable
VII. Policy of Registrant
52. (a) Provisions of trust agreement with respect
to selection or elimination of underlying
securities.................................. Objectives, Portfolio, Sponsor--Responsibility
(b) Transactions involving elimination of
underlying securities....................... Not Applicable
(c) Policy regarding substitution or elimination
of underlying securities.................... The Trust--Substitution of Bonds,
............................................ Sponsor--Responsibility
(d) Fundamental policy not otherwise covered.... Not Applicable
53. Tax status of trust.............................. The Trust--Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years......... Not Applicable
55. Hypothetical account for issuers of periodic
payment plans.................................... Not Applicable
56. Certain information regarding periodic payment
certificates..................................... Not Applicable
57. Certain information regarding periodic payment
plans..............................Not Applicable
58. Certain other information regarding periodic
payment plans.................................... Not Applicable
59. Financial statements (Instruction 1(c) to Form S-6) Statement of Condition
</TABLE>
v
310373.1
- -------------------------------------------------------------------------------
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
The Trust is a unit investment trust designated Glickenhaus Value Portfolios,
The 1996 Equity Collection (the "1996 Series" or "Trust"). The Sponsor is
Glickenhaus & Co. The objective of the Trust is to seek growth of capital by
investing in securities which are undervalued as determined by the Sponsor.
Current income will be secondary to the objective of capital growth. The
Sponsor cannot give assurance that the Trust's objectives can be achieved. The
Trust contains an underlying portfolio of equity securities consisting of
common stocks and American Depository Receipts ("ADRs") (collectively, the
"Securities"), which have been purchased by the Trust based upon the
selections of the Sponsor. The Trust will terminate approximately three years
after the initial Date of Deposit. Minimum Purchase: 100 Units
This Prospectus, which sets forth information that an investor should know,
consists of two parts. Part A contains the Summary of Essential Information
including descriptive material relating to the Trust and the Statement of
Condition of the Trust. Part B contains general information about the Trust.
Part A may not be distributed unless accompanied by Part B.
Please read and retain both parts of this Prospectus for future reference.
===============================================================================
===============================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS PART A DATED JANUARY 24, 1996
300615.6
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
SUMMARY OF ESSENTIAL INFORMATION AS OF JANUARY 23, 1996*
Date of Deposit: January 24, 1996 Liquidation Period: Beginning 30
days prior to the Mandatory
Termination Date.
Aggregate Value of Securities......$166,850
Minimum Value of Trust: The
Trust may be terminated if the
Aggregate Value of Securities value of the Trust is less than
per 100 Units........................$961 40% of the aggregate value of
the Securities at the completion
of the Deposit Period.
Number of Units......................17,362
Mandatory Termination Date: The
earlier of February 24, 1999 or
Fractional Undivided Interest in the disposition of the last
Trust............................1/17,362 Security in the Trust.
Public Offering Price (per 100 units) Trustee: The Bank of New York.
Aggregate Value of Securities in
Trust..........................$166,850 Trustee's Annual Fee: $.85 per
100 Units outstanding.
Divided By 17,362 Units
(times 100).....................$961.00 Other Annual Fees and Expenses:
$.25 per 100 Units outstanding.
Plus Sales Charge of 3.9% (4.058%
of the net amount invested) of
Public Offering Price per 100
Units........................$39.00 Organizational Expenses:(4) $.97
per 100 Units.
Public Offering Price per Sponsor: Glickenhaus & Co.
100 Units(2)..................$1,000.00
Sponsor's Annual Supervisory Fee:
Sponsor's Repurchase Price and Maximum of $.25 per 100 Units
Redemption Price(3) per 100 outstanding (see "Trust Expenses
Units.............................$961.00 and Charges" in Part B).
Estimated Total Annual Fees and
Excess of Public Offering Price Over Expenses:(5) $2.32 per 100
Redemption Price per 100 Units.....$39.00 Units outstanding.
Evaluation Time: 4:00 p.m. New York time. Record date(1): Semi-annually on
the fifteenth day of June and
December
Minimum Principal Distribution:
$1.00 per 100 Units Dividend distribution date(1):
Semi-annually on the first
business day of July and January
- -----------------------------------------
*The business day prior to the initial Date of Deposit. The initial Date of
Deposit is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee made.
(1) The first dividend distribution will be made on July 1, 1996 (the "First
Distribution Date") to all Unit holders of record on June 15, 1996 (the "First
Record Date").
(2) On the initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone purchasing Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
A-2
300615.6
<PAGE>
(3) Any redemptions of over 2,500 Units may, upon request by a redeeming Unit
holder, be made "in kind" by the Trustee, who will either forward the
distributed securities to the Unit holder or sell the securities on behalf of
the redeeming Unit holder and distribute the proceeds (net of any brokerage
commissions or other expenses incurred in the sale) to the Unit holder. See
"Liquidity--Trustee Redemption" in Part B.
(4) Although historically the sponsors of unit investment trusts ("UITs") have
paid all the costs of establishing such UITs, this Trust (and therefore the
Unit holders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and other closing documents; and
the initial audit of the Trust. Total organizational expenses will be
amortized over the life of the Trust. See "Rights of Unit Holders--Expenses
and Charges--Initial Expenses" in Part B.
(5) Assumes the Trust will reach a size of 2,000,000 Units as estimated by the
Sponsor; expenses per 100 Units will vary with the actual size of the Trust.
If the Trust does not reach this Unit level, the Estimated Total Annual Fees
and Expenses will be adversely affected.
Description of Portfolio
<TABLE>
<S> <C>
Number of Issues: 11 (11 issuers) Number and Percentage of Issues by Industry:
Domestic Issuers: 10 (89.99% of the initial Auto & Trucks, 1 (10.16%); Building Materials, 1
aggregate value of securities) (8.09%); Equity REITs, 1 (10.84%); Financial
Foreign Issuers: 1 (10.01% of the initial Services, 2 (13.42%); Metals, 1 (9.15%); Packaging
aggregate value of securities) & Container, 1 (9.44%); Pharmaceuticals, 1
(NYSE 100%) (9.98%); Oil/Gas Equipment & Service, 1 (9.74%);
Common Stocks: 89.99% Oil/Gas Exploration, 1 (9.17%); and
ADRs: 10.01% Telecommunications, 1 (10.01%).
Percentage of Portfolio by Country of Organization
or Principal Place of Business of Issuers:
Israel 10.01%
United States 89.99%
</TABLE>
A-3
300615.6
<PAGE>
THE TRUST
The Trust is a unit investment trust designated Glickenhaus Value Portfolios,
The 1996 Equity Collection (the "1996 Series" or "Trust"). The Sponsor is
Glickenhaus & Co. The objective of the Trust is to seek growth of capital by
investing in securities which are undervalued as determined by the Sponsor.
Current income will be secondary to the objective of capital growth. The
Sponsor cannot give assurance that the Trust's objectives can be achieved. The
Trust contains an underlying portfolio of equity securities consisting of
common stocks and American Depository Receipts ("ADRs") (collectively, the
"Securities"), which have been purchased by the Trust based upon the
selections of the Sponsor. In selecting the Securities for the Trust, the
Sponsor normally will consider the following factors, among others: (1) values
of individual securities relative to their earnings, dividends, historical
prices, book assets or other measures of fundamental value; and (2) trends in
the determinants of corporate profits, corporate cash flow, balance sheet
changes, management capability and practices. See "The Trust--The Securities"
in Part B. The Trust will terminate three years and 30 days after the initial
Date of Deposit. Upon termination, Unit holders may elect to receive their
terminating distributions in cash, in the form of in-kind distributions of the
Trust's Securities, if they own at least 2,500 units, or, subject to the
receipt by the Trust of an appropriate exemptive order from the Securities and
Exchange Commission, may utilize their terminating distributions to purchase
units of a future series of the Trust at a reduced sales charge. There can be
no assurance that the Securities and Exchange Commission will grant such
exemptive order. See "Termination" in this Part A and "Trust
Administration--Trust Termination" in Part B. Eleven issues have been
deposited in the Trust and all of such issues are represented by the Sponsor's
contracts to purchase, which are expected to settle on or about January 29,
1996.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
aggregate value of the specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may, but is not
obligated to, deposit from time to time additional Securities in the Trust
("Additional Securities"), contracts to purchase Additional Securities or cash
(or a bank letter of credit in lieu of cash) with instructions to purchase
Additional Securities, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the
Trust portfolio immediately prior to such deposit, thereby creating additional
Units which will be offered to the public by means of this Prospectus. These
additional Units will each represent, to the extent practicable, an undivided
interest in the same number and type of securities of identical issuers as are
represented by Units issued on the initial Date of Deposit. It may not be
possible to maintain the exact original proportionate relationship among the
number of shares of Securities in the Trust portfolio on the initial Date of
Deposit with the deposit of Additional Securities because of, among other
reasons, purchase requirements, changes in prices, or the unavailability of
Securities. Deposits of Additional Securities in the Trust subsequent to the
90-day period following the initial Date of Deposit must replicate exactly the
proportionate relationship among the shares of each Security in the Trust
portfolio at the end of the initial 90-day period. The number and identity of
Securities in the Trust will be adjusted to reflect the disposition of
Securities and/or the receipt of a stock dividend, a stock split or other
distribution with respect to such Securities. The portfolio of the Trust may
change slightly based on such disposition. Securities received in exchange for
shares will be similarly treated. Substitute Securities may be acquired under
specified conditions when Securities originally deposited in the Trust are
unavailable (see "The Trust--Substitution of Securities" in Part B). As
additional Units are issued by the Trust as a result of the deposit of
Additional Securities, the aggregate value of the Securities in the Trust will
be increased and the fractional undivided interest in the Trust represented by
each unit will be decreased. As of the Date of Deposit, Units in the Trust
represent an undivided interest in the principal and net income of the Trust
in the ratio of one hundred Units for the indicated initial aggregate value of
Securities in the Trust on the initial Date of Deposit as is set forth in the
Summary of Essential Information (see "The Trust--
A-4
<PAGE>
Organization" in Part B) (For the specific number of Units in the Trust as of
the initial Date of Deposit, see "Summary of Essential Information" in this Part
A).
The Sponsor does not make a primary over-the-counter market in shares of any
of the companies included in the Portfolio of the Trust. The Sponsor does not
act as an underwriter, manager or co-manager of a public offering of the
securities of any of the issuers in the Trust portfolio.
RISK CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of
the risks inherent in any investment in the Securities including: (i) for
common stocks, the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock
market may worsen (both of which may contribute directly to a decrease in the
value of the Securities and thus in the value of the Units); (ii) for ADRs,
the risks associated with government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises; and (iii) for common stocks
issued by domestic real estate investment trusts ("REITS"), the risks
associated with the ownership of real property (in addition to securities
market risks).
The portfolio of the Trust is fixed and not "managed" by the Sponsor. All the
Securities in the Trust are liquidated during a 30 day period at the
termination of the three year life of the Trust. Since the Trust will not sell
Securities in response to ordinary market fluctuation, but only at the Trust's
termination or to meet redemptions, the amount realized upon the sale of the
Securities may not be the highest price attained by an individual Security
during the life of the Trust.
The Trust may purchase Securities that are not registered ("Restricted
Securities") under the Securities Act of 1933 (the "Securities Act"), but can
be offered and sold to "qualified institutional buyers" as that term is
defined in the Securities Act. The Trust's investments in Restricted
Securities shall not exceed 25% of the aggregate amount of securities in the
portfolio. As of the Date of Deposit, none of the Securities in the portfolio
are Restricted Securities. (See "The Trust--Risk Considerations--Liquidity".)
In connection with the deposit of Additional Securities subsequent to the
initial Date of Deposit, if cash (or a letter of credit in lieu of cash) is
deposited with instructions to purchase Securities, to the extent the price of
a Security increases or decreases between the deposit of such cash and the
time the Security is purchased, Units may represent less or more of that
Security and more or less of the other Securities in the Trust. In addition,
brokerage fees incurred in purchasing Securities with cash deposited with
instructions to purchase the Securities will be an expense of the Trust. Price
fluctuations during the period from the time of deposit to the time the
Securities are purchased, and payment of brokerage fees, will affect the value
of every Unit holders's Units and the income per Unit received by the Trust.
(See "The Trust--Risk Considerations" in Part B of this Prospectus.)
PUBLIC OFFERING PRICE
The Public Offering Price per 100 Units of the Trust is equal to the aggregate
value of the underlying Securities in the Trust divided by the number of Units
outstanding times 100 plus a sales charge of 3.9% of the Public
A-5
300615.6
<PAGE>
Offering Price per 100 Units (or 4.058% of the net amount invested in
Securities per 100 Units ) on sales of fewer than 5,000 Units. Any cash held
by the Trust will be added to the Public Offering Price. For additional
information regarding the Public Offering Price, the descriptions of dividend
and principal distributions, repurchase and redemption of Units and other
essential information regarding the Trust, see the Summary of Essential
Information for the Trust. During the first year of the Trust orders involving
at least 5,000 Units will be entitled to a volume discount from the Public
Offering Price. The Public Offering Price per Unit may vary on a daily basis
in accordance with fluctuations in the aggregate value of the underlying
Securities. (See "Public Offering" in Part B.) The figures above assume a
purchase of 100 Units. The price of a single Unit, or any multiple thereof, is
calculated by dividing the Public Offering Price per 100 Units by 100 and
multiplying by the number of Units. (See "Tax Status" in Part B.) If the Units
of the Trust had been available for sale on January 23, 1996, the Public
Offering Price per 100 Units would have been $1,000.00.
DISTRIBUTIONS
Distributions of net income (other than amortized discount) received in
respect to any of the Securities by the Trust will be made by the Trust
semi-annually. Long-term capital gains distributions received in respect to
any of the Securities by the Trust, however, will be made by the Trust no more
frequently than annually. The first dividend distributions will be made on the
First Distribution Date to all Unit holders of record on the First Record Date
and thereafter distributions will be made semi-annually on the first business
day of July and January (the "Distribution Date"). (See "Rights of Unit
Holders--Distributions" in Part B. For the specific dates representing the
First Distribution Date and the First Record Date, see "Summary of Essential
Information.")
MARKET FOR UNITS
The Sponsor, although not obligated to do so, currently intends to maintain a
secondary market for the Units of the Trust after the initial public offering
has been completed. The secondary market repurchase price will be based on the
market value of the Securities in the Trust portfolio. (See
"Liquidity--Sponsor Repurchase" for a description on how the secondary market
repurchase price will be determined.) If a market is not maintained a Unit
holder will be able to redeem his Units with the Trustee at the then current
Redemption Price per Unit. (See "Liquidity--Trustee Redemption" in Part B.)
The principal trading market for certain Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for these Securities may depend on whether dealers will make a market in these
Securities. There can be no assurance of the making or the maintaining of a
market for any of the Securities contained in the Trust portfolio or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for
the Securities are limited or absent.
A-6
300615.6
<PAGE>
TERMINATION
During the 30 day period prior to the Mandatory Termination Date (the
"Liquidation Period"), Securities will begin to be sold in connection with the
termination of the Trust and all Securities will be sold by the Mandatory
Termination Date. The Trustee may utilize the services of the Sponsor for the
sale of all or a portion of the Securities in the Trust. The Sponsor will
receive brokerage commissions from the Trust in connection with such sales in
accordance with applicable law. The Sponsor will determine the manner, timing
and execution of the sales of the underlying Securities. Unit holders may
elect one of the three options in receiving their terminating distributions.
Unit holders may elect: (1) to receive their pro rata share of the underlying
Securities in kind, if they own at least 2,500 units, (2) to receive cash upon
the liquidation of their pro rata share of the underlying Securities or (3)
subject to the receipt by the Trust of an appropriate exemptive order from the
Securities and Exchange Commission, to invest the amount of cash they would
have received upon the liquidation of their pro rata share of the underlying
Securities in units of a future series of the Trust (if one is offered) at a
reduced sales charge. There can be no assurance that the Securities and
Exchange Commission will grant such exemptive order. See "Trust
Administration--Trust Termination" in Part B for a description of how to
select a termination distribution option.
The Sponsor will attempt to sell the Securities as quickly as they can during
the Liquidation Period without, in their judgment, materially adversely
affecting the market price of the Securities, but all of the Securities will
in any event be disposed of by the end of the Liquidation Period. The Sponsor
does not anticipate that the period will be longer than 30 days, and it could
be as short as one day, depending on the liquidity of the Securities being
sold. The liquidity of any Security depends on the daily trading volume of the
Security and the amount that the Sponsor has available for sale on any
particular day.
It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
Liquidation Period, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. On each of the following two days, the
price limit will increase to one point under the last closing sale price.
After four days, the Sponsor intends to sell at least a fraction of the
remaining underlying Securities, the numerator of which is one and the
denominator of which is the total number of days remaining (including that
day) in the Liquidation Period, without any price restrictions.
During the Liquidation Period, Unit holders who have not chosen to receive
distributions-in-kind will be at risk to the extent that Securities are not
sold; for this reason the Sponsor will be inclined to sell the Securities in
as short a period as they can without materially adversely affecting the price
of the Securities. (See "Tax Status" in Part B.) Unit holders should consult
their own tax advisers in this regard.
A-7
300615.6
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Sponsor, Trustee, and Unit holders,
Glickenhaus Value Portfolios, The 1996 Equity Collection
We have audited the accompanying Statement of Condition and Portfolio (the
"financial statements") of the Glickenhaus Value Portfolios, The 1996 Equity
Collection as of January 24, 1996. These financial statements are the
responsibility of the Sponsor. Our responsibility is to express an opinion on
the financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion. The irrevocable letters of credit deposited in connection with the
securities owned as of January 24, 1996, pursuant to contracts to purchase, as
shown in the Statement of Condition, were confirmed to us by The Bank of New
York, the Trustee.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Glickenhaus Value Portfolios, The 1996
Equity Collection, at January 24, 1996, in conformity with generally accepted
accounting principles.
BDO SEIDMAN, LLP
New York, New York
January 24, 1996
A-8
300615.6
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, JANUARY 24, 1996
TRUST PROPERTY
Investment in Securities:
Contracts to purchase underlying Securities (1).....................$166,850
Organizational costs (2)................................................57,845
Total............................................$224,695
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities:
Accrued liability (2)................................................$57,845
Interest of Unit holders:
Units of fractional undivided interest outstanding (17,362):
Cost to investors (3)...............................................$173,621
Less--gross underwriting commission (4)................................6,771
Net interest of Unit holders...........................................166,850
Total............................................$224,695
(1) Aggregate cost to the Trust of the Securities listed in the Portfolio is
determined by the Trustee on the basis set forth under "Public
Offering--Offering Price" as of 4:00 p.m. on January 23, 1996. Irrevocable
letters of credit issued by The Bank of New York in an amount in excess of
$166,850 have been deposited with the Trustee to cover the purchase of
Securities pursuant to contracts to purchase such Securities.
(2) Organizational costs incurred by the Trust have been deferred and will
be amortized over the life of the Trust. The Trust will reimburse the Sponsor
for actual organizational costs incurred.
(3) Aggregate public offering price computed on 17,362 Units of the 1996
Series on the basis set forth under "Public Offering--Offering Price" in Part
B.
(4) Sales charge of 3.9% computed on 17,362 Units of the 1996 Series on the
basis set forth under "Public Offering Price" in Part B.
A-9
300615.6
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
PORTFOLIO
AS OF JANUARY 24, 1996
<TABLE>
<CAPTION>
Percentage Market Cost of
Portfolio Number of of Value Securities
No. Shares Name of Issuer (2) Fund (1) Per Share to Trust (3)
--------- --------- ------------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK: 89.99%
Automobiles/Trucks: 10.16% 1 300 Shs. Chrysler Corp. (4) 10.16% 56.500 $16,950
Building Materials: 8.09% 2 500 Shs. USG Corp. 8.09% 27.000 13,500
Equity REITS: 10.84% 3 800 Shs. First Industrial Realty Tr. 10.84% 22.625 18,100
Financial Services: 13.42% 4 800 Shs. Countrywide Credit Ind. Inc. 10.13% 21.125 16,900
5 100 Shs. Merrill Lynch & Co. 3.29% 54.875 5,488
------
22,388
Metals-Diversified: 9.15% 6 300 Shs. Reynolds Metals Co. 9.15% 50.875 15,262
Oil/Gas Equipment 9.74% 7 2,000 Shs. Global Marine, Inc. 9.74% 8.125 16,250
& Service:
Oil/Gas Exploration: 9.17% 8 1,200 Shs. Oryx Energy Co. 9.17% 12.750 15,300
Packaging/Container: 9.44% 9 1,200 Shs. Stone Container Corp. 9.44% 13.125 15,750
Pharmaceuticals: 9.98% 10 900 Shs. ICN Pharmaceuticals Inc. 9.98% 18.500 16,650
ADRS: 10.01%
Telecommunications: 10.01% 11 800 Shs. Koor Industries Ltd. 10.01% 20.875 16,700
------ --------
100.00% $166,850
====== ========
</TABLE>
A-10
300615.6
<PAGE>
FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered into on
January 23, 1996. All such contracts are expected to be settled on
or about the First Settlement Date of the Trust which is expected to
be January 29, 1996.
(3) Evaluation of Securities by the Trustee was made on the basis of
closing sale prices at the Evaluation Time on the day prior to the
Initial Date of Deposit.
(4) Chrysler Corp. is an investment advisory client of the Sponsor.
Additional information regarding the Trust is as follows:
Sponsor's
Purchase Price Sponsor's Profit/Loss
-------------- ---------------------
$166,325 $525
UNDERWRITING
Glickenhaus & Co., 6 East 43rd Street, New York 10017, will act as
Underwriter for all of the Units of Glickenhaus Value Portfolios, The 1996
Equity Collection. The Underwriter will distribute the Units through various
broker-dealers, banks and/or other eligible participants (see "Public Offering
- - Distribution of Units" in Part B).
A-11
300615.6
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1966 EQUITY COLLECTION
There's no substitute for . . .
SPONSOR Glickenhaus & Co.
6 East 43rd Street
New York, NY 10017
TRUSTEE
Bank of New York
101 Barclay Street
New York, NY 10286
334961.1
<PAGE>
...Experience
The 1996 Equity Collection is assembled by a team of professionals
who have been refining their stock-picking strategy for the last quarter of a
century. The team's director, Seth M. Glickenhaus, began his career on Wall
Street back in 1934. He has experienced Wall Street's best year (1954), one of
the worst (1937), the creation of the World Bank, the suspension of the Gold
Standard and the initial public offering of McDonalds - all from his vantage
point on Wall Street. When it comes to investments, the Glickenhaus team has
"been there, seen it, done that".
The equity team's extensive investment experience, combined with
their state-of-the-art computer systems, direct lines to the major exchanges
and support staff of one hundred are some of the reasons that Glickenhaus &
Co. has attracted over $3 billion from hundreds of institutional clients
including:
o Chrysler Corporation
o Major League Baseball
o Duracell, Inc.
o MCI Corporation
o City of Medford
o Philadelphia Gas Works Retirement Reserve
Now the institutional firm is offering their value stock selection
to the public with The 1996 Equity Collection.
Inclusion on the list above does not imply approval of
Glickenhaus & Co. or its investment advisory services.
334961.1
<PAGE>
THE 1996 EQUITY COLLECTION
Selected By Value Equity Specialists For Investors Who Seek
Capital Growth and Professional Selection.
Formulas, charting, sectors and star ratings - there's no substitute
for experience when it comes to investing in the stock market. That's one
reason why some of the largest corporations in America, including Chrysler,
Duracell and MCI, have turned to Glickenhaus & Co. for investment advice. Seth
Glickenhaus, known as the "Veteran" by The Wall Street Journal and the
"Seasoned Salt" by Fortune Magazine, has established a reputation throughout
the Wall Street community as a value equity specialist. He, along with his
senior equity team, each with over twenty years of institutional investment
experience, and his staff of 100, manage over $3 billion for high net-worth
individuals, corporations and government entities.
Now Seth Glickenhaus and his senior equity team are offering their
value selections to the public with The 1996 Equity Collection. The Collection
offers the potential for price appreciation, the convenience of a packaged
portfolio, the benefits of a buy-and-hold investment, and the relative safety
of value equities - for as little as $1,000.
- -------------------------------------------------------------------------------
THE GROWTH OF $1.00*
Adjusted for inflation.
Small Company Stocks.................................................$340.41
Large Company Stocks..................................................$97.05
Long-Term Corp. Bonds..................................................$4.55
Long-Term Gov. Bonds...................................................$3.09
U.S. Treasury Bills....................................................$1.45
Source: Ibbotson 1995 Yearbook
* The chart illustrates past performance, which is not an indication
of future performance of the Glickenhaus Value Portfolios or the stock market.
Equity investments have a greater degree of market risks than bonds, notes and
bills and, unlike Government bonds and Treasury bills, are not guaranteed as
to timely payment of interest and principal.
- -------------------------------------------------------------------------------
THE 1996 EQUITY COLLECTION - SIMPLE AND AFFORDABLE.
The Collection is simply a fixed portfolio of carefully chosen
equities. It's that simple. You could create your own portfolio by buying and
holding a portfolio of stocks, but it would require years of investment
experience, possible odd-lot penalties and the inconveniences of individual
stocks.
SECURITY SELECTION - STOCKS FOR PENNIES ON THE DOLLAR.
The Portfolios will be comprised of value securities those equities
which can be acquitted at discounts in relation to their fundamental values
(as determined by the Sponsor) with the expectation that they will reach
fair-to-premium values.
The merits of value investing were first published by the fathers of
modern
334961.1
<PAGE>
investment theory, Graham and Dodd, back in 1934. Sixty years later, the
National Bureau of Economic Research conducted extensive research on the
performance of value stocks from 1968 to 1990 and concluded in The Journal of
Finance that:
o Investments in out-of-favor (value) stocks have outperformed
investments in Glamour (popular) stocks.
o The reason that value stocks have outperformed popular stocks
by wide margins is that market participants have consistently
overestimated the growth rate of popular stocks, and
underestimated the growth rate of value stocks.
o Using conventional approaches to fundamental risk, investing in
out-of-favor securities is no riskier than investing in popular
securities, and may actually pose fewer risks in declining
markets.
WHAT TO EXPECT FROM YOUR INVESTMENT
The Glickenhaus team of portfolio managers and equity analysts,
under the leadership of Seth M. Glickenhaus, select ten to twenty common
stocks or ADRs (American Depository Receipts) from the New York Stock
Exchange, American Stock Exchange or NASDAQ that, in their opinion, offer the
highest potential for price appreciation.* Dividends and interest, if any,
will incidental to the selection process.
When you purchase shares of the Collection, you will immediately
participate in any appreciation or depreciation of the underlying securities.
The shares that you purchase can be shipped to you in certificate form or held
by your financial representative. As questions or needs arise, you can direct
them toward your representative or to the Collection Trustee, The Bank of New
York. Dividends, if any, will be distributed annually each January.
Like mutual funds, you can monitor the Collection's daily price via
a toll-free number. If you wish to sell your shares back to the Trust, you can
do so on any business day that the New York Stock Exchange is open - provided
that you can deliver your certificates in negotiable form in the specified
time. Your redemption price may be more or less that the
original purchase price, depending on market conditions. If you own 2,500
shares or more, you can elect, at any time, to exchange your shares of the
Collection for ownership of the individual securities.
Each Collection has a three-year term, at which point the underlying
securities are liquidated and you may have the option to: 1) take the
proceeds, 2) take your portion of securities or 3) exchange the terminating
Collection for a new Collection.
- -------- *
There are no guarantees that the securities will appreciate in price, or
that the aggregate performance of the Trust will equal that of the
underlying securities. Consequently, only those investors that can assume
the risks should consider investments in common stocks.
334961.1
<PAGE>
SUMMARY OF ADVANTAGES.
PROFESSIONAL EQUITY SELECTION
The securities for your portfolio are selected by Glickenhaus & Co., whose
senior equity team specialize in value equities and manage over $5.0 billion
for corporations, high net worth individuals and government equities.
BENEFITS OF A BUY-AND-HOLD STRATEGY
Because the Collection's portfolio is fixed, investors save on advisory fees
and trading commissions, and because the securities are purchased in blocks,
investors avoid odd-lot transaction penalties.
A BUYER FOR YOUR UNITS
You can sell your shares of the Collection on any day the New York Stock
Exchange is open without a back end charge or redemption fee - provided that
you can deliver your negotiable certificates to the Trust in the specified
time.
LOW MINIMUM INVESTMENT
You can invest in The 1996 Equity Collection for as little as $1,000 without
incurring odd-lot transaction fees or reduced liquidity.
INVESTING WITHOUT THE HASSLES
The securities are selected, purchased, and monitored for you, and the Trustee
performs all of the bookkeeping and administrative functions.
SEEKS PRICE APPRECIATION, NOT INVESTMENT INCOME
The Sponsors seek to buy securities which will provide capital appreciation
rather than income, which is subject to a lower and deferred federal tax rate.
CONVENIENT ROLLOVER OPTION
Investors will have the option to roll their shares into the new Collection at
maturity.
OPTIONAL IN-KIND DISTRIBUTION
Those holding 2,500 shares or more (approximately $25,000) will have the
option to exchange their shares of the Collection for pro rata ownership of
the individual securities.
334961.1
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sales of these securities in any State
in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
When effective, offers may be made only by the prospectus which contains more
information about the Trust including charges and expenses which can be
obtained from your financial advisor.
Please read it carefully before investing.
334961.1
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A
THE TRUST
Organization
"Glickenhaus Value Portfolios, The 1996 Equity Collection" consists of a
"unit investment trust" designated as set forth in Part A. The Trust was
created under the laws of the State of New York pursuant to a Trust Indenture
and Agreement (the "Trust Agreement"), dated the initial Date of Deposit,
between Glickenhaus & Co., as Sponsor, and The Bank of New York, as Trustee.
On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stock and ADRs, including funds and delivery statements relating to
contracts for the purchase of certain such securities (collectively, the
"Securities") with an aggregate value as set forth in Part A and cash or an
irrevocable letter of credit issued by a major commercial bank in the amount
required for such purchases. Thereafter the Trustee, in exchange for the
Securities so deposited, delivered to the Sponsor the Certificates evidencing
the ownership of all Units of the Trust. The Sponsor has a limited right to
substitute other securities in the Trust portfolio in the event of a failed
contract. See "The Trust--Substitution of Securities". The Sponsor may also,
in certain circumstances, direct the Trustee to dispose of certain Securities
if the Sponsor believes that, because of market or credit conditions, or for
certain other reasons, retention of the Security would be detrimental to Unit
holders. (See "Trust Administration--Portfolio Supervision.")
As of the day prior to the initial Date of Deposit, a "Unit" represents an
undivided interest or pro rata share in the Securities of the Trust in the
ratio of one hundred Units for the indicated amount of the aggregate market
value of the Securities initially deposited in the Trust as is set forth in
the "Summary of Essential Information". To the extent that any Units are
redeemed by the Trustee, the fractional undivided interest or pro rata share
in such Trust represented by each unredeemed Unit will increase, although the
actual interest in such Trust represented by such fraction will remain
unchanged. Units will remain outstanding until redeemed upon tender to the
Trustee by Unit holders, which may include the Sponsor or the Underwriters, or
until the termination of the Trust Agreement.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
initial aggregate value of specified Securities in the Trust. During the 90
days subsequent to the initial Date of Deposit, the Sponsor may deposit
additional Securities in the Trust that are substantially similar to the
Securities already deposited in the Trust ("Additional Securities"), contracts
to purchase Additional Securities or cash (or a bank letter of credit in lieu
of cash) with instructions to purchase Additional Securities, in order to
create
300615.6
<PAGE>
additional Units, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the
Trust portfolio on the initial Date of Deposit. These additional Units will
each represent, to the extent practicable, an undivided interest in the same
number and type of securities of identical issuers as are represented by Units
issued on the initial Date of the Deposit. It may not be possible to maintain
the exact original proportionate relationship among the Securities deposited
on the initial Date of Deposit because of, among other reasons, purchase
requirements, changes in prices, or unavailability of Securities. Deposit of
Additional Securities in the Trust subsequent to the 90-day period following
the initial Date of Deposit must replicate exactly the proportionate
relationship among the shares of each Security in the Trust portfolio at the
end of the initial 90-day period. The number and identity of Securities in the
Trust will be adjusted to reflect the disposition of Securities and/or the
receipt of a stock dividend, a stock split or other distribution with respect
to shares. The portfolio of the Trust may change slightly based on such
disposition and reinvestment. Securities received in exchange for shares will
be similarly treated. Substitute Securities may be acquired under specified
conditions when Securities originally deposited in the Trust are unavailable
(see "The Trust--Substitution of Securities" below). Units may be continuously
offered to the public by means of this Prospectus (see "Public
Offering--Distribution of Units") resulting in a potential increase in the
number of Units outstanding. As additional Units are issued by the Trust as a
result of the deposit of Additional Securities, the aggregate value of the
Securities in the Trust will be increased and the fractional undivided
interest in the Trust represented by each Unit will be decreased.
Objectives
The objective of the Trust is to seek growth of capital by investing in
securities which are undervalued as determined by the Sponsor. Current income
will be secondary to the objective of capital growth. The Trust will invest in
a portfolio of equity securities consisting of common stocks of domestic
issuers and ADRs which are selected by the Trust's Sponsor and which the
Sponsor believes will enable the Trust to achieve these objectives. All of the
Securities in the Trust, with the possible exception of Securities that are in
the form of ADRs, are listed on the New York Stock Exchange, the American
Stock Exchange or the National Association of Securities Dealers Automated
Quotations ("NASDAQ") National Market System and are generally followed by
independent investment research firms. There is no minimum capitalization or
market trading activity requirement for the selection of Securities for the
Trust's portfolio. There can be no assurance that the Trust's investment
objectives can be achieved.
The Securities
In selecting Securities for the Trust, the Sponsor normally will consider
the following factors, among others: (1) values of individual securities
relative to their earnings, dividends, historical prices, book assets or other
measures of fundamental value; and (2) trends in the determinants of corporate
profits, corporate cash flow, balance sheet changes, management capability and
practices. The Sponsor's investment philosophy hinges on analyzing and
understanding individual businesses in order to assess their long-term
potential. The Sponsor seeks to discover well-positioned, evolving companies
with substantial growth prospects which are typically unnoticed in the
marketplace. This enables the Sponsor to commit its funds and build up its
stake at relatively low prices.
Some of the Securities in the Trust may be in the form of ADRs. ADRs
evidence American Depositary Receipts which, in turn, represent common stock
of non-U.S. issuers deposited with a custodian in a depository. In selecting
ADRs for deposit into the Trust portfolio, in addition to the factors
associated with the selection of Securities of any issuer, the Sponsor
considers the following factors, among others: (1) the location of the issuer
of the Securities
B-2
300615.6
<PAGE>
underlying the ADRs; (2) the likelihood of favorable market and political
conditions in the country in which such issuer is located; and (3) the amount
of publicly available information available from such issuer. The Trustee may
act as depository for certain of the ADRs included in the Portfolio of the
Trust.
Portfolio
The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon the
creation of additional Units as set forth above and Substitute Securities
acquired by the Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to time
may be sold under certain circumstances, as described herein, no assurance can
be given that the Trust will retain for any length of time its present size
and composition. The Trustee has not participated and will not participate in
the selection of Securities for the Trust, and neither the Sponsor nor the
Trustee will be liable in any way for any default, failure or defect in any
Securities.
Some of the Securities are publicly traded either on a stock exchange or in
the over-the-counter market. The contracts to purchase Securities deposited
initially in the Trust are expected to settle in three business days, in the
ordinary manner for such Securities. Settlement of the contracts for
Securities is thus expected to take place prior to the settlement of purchase
of Units on the initial Date of Deposit.
Substitution of Securities
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the Securities. In the event of a failure
to deliver any Security that has been purchased for the Trust under a contract
("Failed Securities"), the Sponsor is authorized under the Trust Agreement to
direct the Trustee to acquire other securities ("Substitute Securities") to
make up the original corpus of the Trust.
The Substitute Securities must be purchased within 20 days after the sale of
the portfolio Security or delivery of the notice of the failed contract. Where
the Sponsor purchases Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Securities originally contracted for and not delivered.
Whenever a Substitute Security has been acquired for the Trust, the Trustee
shall, within five days thereafter, notify all Unit holders of the Trust of
the acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trust of the
Failed Security exceeded the cost of the Substitute Security.
The proceeds of the sale of Securities will be distributed to Unit holders
as set forth under "Rights of Unit Holders-Distributions." In addition, if the
right of substitution shall not be utilized to acquire Substitute Securities
in the event of a failed contract, the Sponsor will cause to be refunded the
sales charge attributable to such Failed Securities to all Unit holders of the
Trust, and distribute the principal attributable to such Failed Securities on
the next Distribution Date.
B-3
300615.6
<PAGE>
Because certain of the Securities from time to time may be substituted (see
"Trust Administration--Portfolio Supervision") or may be sold under certain
circumstances, no assurance can be given that the Trust will retain its
present size and composition for any length of time. The proceeds from the
sale of a Security or the exercise of any redemption or call provision will be
distributed to Unit holders except to the extent such proceeds are applied to
meet redemptions of Units. (See "Liquidity--Trustee Redemption.") The Trustee
may act as depository for certain of the ADRs included in the portfolio of the
Trust.
RISK CONSIDERATIONS
Fixed Portfolio
The value of the units will fluctuate depending on all the factors that have
an impact on the economy and the equity markets. These factors similarly
impact on the ability of an issuer to distribute dividends. The Trust is not a
"managed registered investment company" and Securities will not be sold by the
Trustee as a result of ordinary market fluctuations. Unlike a managed
investment company in which there may be frequent changes in the portfolio of
securities based upon economic, financial and market analyses, securities of a
unit investment trust, such as the Trust, are not subject to such frequent
changes based upon continuous analysis. However, the Sponsor may direct the
disposition by the Trustee of Securities upon the occurrence of certain
events. (See "Trust Administration--Portfolio Supervision" below.) Potential
investors also should be aware that the Sponsor may change its views as to the
investment merits of any of the Securities during the life of the Trust and
therefore should consult their own financial advisers with regard to a
purchase of Units. In addition, investors should be aware that the Sponsor,
and its affiliates, currently act and will continue to act as investment
adviser for managed investment companies and managed private accounts that may
have similar or different investment objectives from the Trust. Some of the
Securities in the Trust may also be owned by these other clients of the
Sponsor and its affiliates. However, because these clients have "managed"
portfolios and may have differing investment objectives, the Sponsor may sell
certain Securities from those accounts in instances where a sale by the Trust
would be impermissible, such as to maximize return by taking advantage of
market fluctuation. Investors should consult with their own financial advisers
prior to investing in the Trust to determine its suitability. (See "Trust
Administration--Portfolio Supervision.") All the Securities in the Trust are
liquidated or distributed (to Unit holders who elect to receive in-kind
distributions) during a 30 day period at the termination of the three year
life of the Trust. Since the Trust will not sell Securities in response to
ordinary market fluctuation, but only at the Trust's termination and to meet
redemptions, the amount realized upon the sale of the Securities may not be
the highest price attained by an individual Security during the life of the
Trust.
Additional Securities
Investors should be aware that in connection with the creation of additional
Units subsequent to the initial Date of Deposit, the Sponsor may deposit
Additional Securities, contracts to purchase Additional Securities or cash (or
letter of credit in lieu of cash) with instructions to purchase Additional
Securities, in each instance maintaining the original proportionate
relationship, subject to adjustment under certain circumstances, of the
numbers of shares of each Security in the Trust. To the extent the price of a
Security increases or decreases between the time cash is deposited with
instructions to purchase the Security and the time the cash is used to
purchase the Security, Units may represent less or more of that Security and
more or less of the other Securities in the Trust. In addition, brokerage fees
(if any) incurred in purchasing Securities with cash deposited with
instructions to purchase the Securities will be an expense of the Trust. Price
fluctuations between the time of deposit and the time the Securities are
purchased, and payment
B-4
300615.6
<PAGE>
of brokerage fees, will affect the value of every Unit holder's Units and the
Income per Unit received by the Trust. In particular, Unit holders who
purchase Units during the initial offering period would experience a dilution
of their investment as a result of any brokerage fees paid by the Trust during
subsequent deposits of Additional Securities purchased with cash deposited. In
order to minimize these effects, the Trust will try to purchase Securities as
near as possible to the Evaluation Time or at prices as close as possible to
the prices used to evaluate Trust Units at the Evaluation Time.
Common Stock
Since the Trust may contain common stocks of both foreign and domestic
issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks
including the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock
market may worsen (both of which may contribute directly to a decrease in the
value of the Securities and thus in the value of the Units). Additional risks
include risks associated with the right to receive payments from the issuer
which is generally inferior to the rights of creditors of, or holders of debt
obligations or preferred stock issued by, the issuer. Holders of common stocks
have a right to receive dividends only when, if, and in the amounts declared
by the issuer's board of directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stocks usually have
the right to receive dividends at a fixed rate when and as declared by the
issuer's board of directors, normally on a cumulative basis. Dividends on
cumulative preferred stock must be paid before any dividends are paid on
common stock and any cumulative preferred stock dividend which has been
omitted is added to future dividends payable to the holders of such cumulative
preferred stocks. Preferred stocks are also usually entitled to rights on
liquidation which are senior to those of common stocks. For these reasons,
preferred stocks generally entail less risk than common stocks.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the economic interest of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (which value will
be subject to market fluctuations prior thereto), common stocks have neither
fixed principal amount nor a maturity and have values which are subject to
market fluctuations for as long as the common stocks remain outstanding.
Common stocks are especially susceptible to general stock market movements and
to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.
The value of the common stocks in the Trust thus may be expected to fluctuate
over the life of the Trust to values higher or lower than those prevailing on
the initial Date of Deposit.
ADRs
An investment in Units of the Trust should be made with an understanding of
the risks inherent in an investment in foreign equity securities in the form
of American Depositary Receipts, including risks associated with government,
economic, monetary and fiscal policies, possible foreign withholding taxes,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. ADRs evidence American
Depositary Receipts which, in turn, represent common stock of non-U.S. issuers
deposited with a custodian in a depository.
B-5
300615.6
<PAGE>
The characteristics and rights and privileges of equity securities vary from
country to country, and governments may impose restrictions on foreign
ownership of certain classes of equity securities unless a non-national
purchaser acquires a license or unless the particular issuer receives
permission for ownership by non-nationals. The Trust has not obtained any of
these licenses nor does the Sponsor anticipate the need to obtain them. In
general, foreign ownership restrictions are more likely to be imposed on
voting shares than non-voting shares. Equity securities, in general, trade on
the market at a multiple of their issuers' earnings, which multiple varies
from country to country, industry to industry and company to company and may
fluctuate over time based on general perceptions of the marketplace whether or
not related to specific actions or performance results of a particular issuer.
This multiple for any particular issuer may not be uniform for all classes of
the issuer's equity securities. Moreover, because the market for restricted
stocks traded by non-nationals generally has less volume than the market for
unrestricted stocks, the market for these restricted stocks may be more
volatile and less liquid than the market for shares that may be owned only by
nationals of the particular country. Investors should carefully review the
objectives of the Trust and consider their ability to assume the risks
involved before making an investment in the Trust.
The Trust may purchase ADRs that are Restricted Securities and, therefore,
can be offered and sold only to "qualified institutional buyers" as defined in
the Securities Act. See "Liquidity" below for the risks inherent in the
purchase of Restricted Securities.
In addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less
publicly available information than is available from a domestic issuer. Also,
foreign issuers are not necessarily subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to domestic issuers. However, the Sponsor anticipates that
adequate information will be available to allow the Sponsor to supervise
and/or monitor the Trust portfolio.
The ADRs in the Portfolio have been issued by non-U.S. issuers whose
earnings are stated in foreign currencies. Further, ADRs in the Trust
portfolio may pay dividends in foreign currencies, and the securities
underlying the ADRs are principally traded in foreign currencies. Most foreign
currencies have fluctuated widely in value against the United States dollar
for many reasons, including supply and demand of the respective currency, the
soundness of the world economy and the strength of the respective economy as
compared to the economies of the United States and other countries. Therefore,
for those Securities of issuers whose earnings are stated in foreign
currencies, or which pay dividends in foreign currencies, or which are traded
in foreign currencies, there is a likelihood that their United States dollar
value will vary to some degree with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies. Moreover, ADR currency
fluctuations will affect the U.S. dollar equivalent of the local currency
price of the underlying domestic share and, as a result, are likely to affect
the value of the ADRs and consequently the value of the Securities. In
addition, the rights of holders of ADRs may be different than those of holders
of the underlying shares, and the market for ADRs may be less liquid than that
for the underlying shares.
The following table sets forth end-of-month United States dollar exchange
rates for the past three years for the currency of the securities underlying
the ADR included in the portfolio. Fluctuations of the rates that have
occurred in the past are not necessarily indicative of fluctuations that may
occur over the term of the Trust. This table shows the unit of foreign
currency received for a U.S. dollar
B-6
300615.6
<PAGE>
<TABLE>
<CAPTION>
Israeli Israeli Israeli
Shekel Shekel Shekel
<S> <C> <C> <C> <C> <C>
Dec. 1995 31.880 Dec. 1994 33.140 Dec. 1993 33.530
Nov. 1995 32.500 Nov. 1994 32.980 Nov. 1993 34.130
Oct. 1995 33.010 Oct. 1994 33.280 Oct. 1993 34.420
Sept. 1995 33.350 Sept. 1994 33.180 Sept. 1993 34.860
Aug. 1995 32.780 Aug. 1994 33.000 Aug. 1993 34.780
July 1995 33.360 July 1994 32.730 July 1993 34.800
June 1995 33.860 June 1994 32.950 June 1993 35.610
May 1995 33.120 May 1994 32.930 May 1993 36.580
Apr. 1995 33.690 Apr. 1994 33.320 Apr. 1993 36.600
Mar. 1995 33.940 Mar. 1994 33.710 Mar. 1993 36.100
Feb. 1995 33.450 Feb. 1994 33.600 Feb. 1993 35.770
Jan. 1995 33.300 Jan. 1994 33.470 Jan. 1993 36.200
</TABLE>
ADRs may be sponsored or unsponsored. In an unsponsored facility, the
depositary initiates and arranges the facility at the request of market makers
and acts as agent for the ADR holder, while the company itself is not involved
in the transaction. With respect to unsponsored ADRs, material information
about the underlying company may not be available. In a sponsored facility,
the issuing company initiates the facility and agrees to pay certain
administrative and shareholder-related expenses. Sponsored facilities use a
single depositary and entail a contractual relationship among the issuer, the
shareholder and the depositary; unsponsored facilities involve several
depositaries with no contractual relationship to the company. ADRs designed
for use in United States securities markets may be registered securities
pursuant to the Securities Act of 1933 and/or subject to the reporting
requirements of the Securities Exchange Act of 1934.
REITs
Since the Trust may include shares issued by real estate investment trusts
("REITs"), a domestic corporation or business trust which invests primarily in
income producing real estate or real estate related loans or mortgages, an
investment in the Trust should be made with an understanding of risks similar
to those associated with the direct ownership of real estate (in addition to
securities markets risks). These include declines in the value of real estate,
illiquidity of real property investments, risks related to general and local
economic conditions, dependency on management skill, heavy cash flow
dependency, possible lack of availability of mortgage funds, overbuilding,
extended vacancies of properties, increased competition, increases in property
taxes and operating expenses, changes in zoning laws. losses due to costs
resulting from the clean-up of environmental problems, liability to third
parties for damages resulting from environmental problems, casualty or
condemnation losses, economic or regulatory impediments to raising rents,
changes in neighborhood values and the appeal of properties to tenants and
changes in interest rates. In addition to these risks, Equity REITs may be
more likely to be affected by changes in the value of the underlying property
B-7
300615.6
<PAGE>
owned by the trusts, while Mortgage REITs may be more likely to be affected by
the quality of any credit extended. Further, REITs are dependent upon the
management skills of the issuers and generally may not be diversified. REITs
are also subject to heavy cash flow dependency, defaults by borrowers and
self-liquidation. In addition, REITs could possibly fail to qualify for tax
free pass-through of income under the Internal Revenue Code of 1986, as
amended (the "Code"), or to maintain their exemptions from registration under
the Investment Company Act of 1940 (the "1940 Act"). The above factors may
also adversely affect a borrower's or a lessee's ability to meet its
obligations to the REIT. In the event of a default by a borrower or lessee,
the REIT may experience delays in enforcing its rights as a mortgagee or
lessor and may incur substantial costs associated with protecting its
investments.
Liquidity
The existence of a liquid trading market for Securities in the Trust
portfolio, may depend on whether dealers will make a market in these
Securities. There can be no assurance that a market will be made for any of
the Securities, that any market for the Securities will be maintained or of
the liquidity of the Securities in any markets made. In addition, the Trust is
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for
the Securities are limited or absent.
There is no assurance that any dividends will be declared or paid in the
future on the Securities. Current income is a secondary objective to the
Trust's primary objective of capital growth. Investors should be aware that
there is no assurance that the Trust's objectives will be achieved.
PUBLIC OFFERING
Offering Price
The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities in the Trust divided by the
number of Units outstanding times 100 plus a sales charge of 3.9% of the
Public Offering Price per 100 Units (or 4.058% of the net amount invested in
Securities per 100 units). During the first year of the Trust, sales of at
least 5,000 Units will be entitled to a volume discount from the Public
Offering Price as described below. (See "Summary of Essential Information.")
In addition, the net amount invested in Securities will involve a
proportionate share of amounts in the Income Account and Principal Account, if
any. The Public Offering Price can vary on a daily basis from the amount
stated on the cover of this Prospectus in accordance with fluctuations in the
market value of the Securities and the price to be paid by each investor will
be computed as of the day the Units are purchased.
The aggregate value of the Securities is determined in good faith by the
Trustee on each "Business Day" as defined in the Indenture in the following
manner: if the Securities are listed on a national securities exchange or on
the NASDAQ National Market System, this evaluation is generally based on the
closing sale prices on that exchange as of the Evaluation Time (unless the
Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market
therefor is other than on the exchange, the evaluation generally shall be
based on the closing purchase price in the over-the-counter market (unless the
Trustee deems these prices inappropriate as a basis for evaluation) or if
there is no such closing purchase price, then the Trustee may utilize, at the
Trust's expense, an independent evaluation service or services to ascertain
the values of the Securities. The
B-8
300615.6
<PAGE>
independent evaluation service shall use any of the following methods, or a
combination thereof, which it deems appropriate: (a) on the basis of current
bid prices for comparable securities, (b) by appraising the value of the
Securities on the bid side of the market or by such other appraisal deemed
appropriate by the Trustee or (c) by any combination of the above, each as of
the Evaluation Time.
Volume and Other Discounts
Units of the Trust are available at a volume discount from the Public
Offering Price during the life of the Trust. This volume discount will result
in a reduction of the sales charge applicable to such purchases. The amount of
the approximate reduced sales charge (until December 1, 1996) on the Public
Offering Price applicable to such purchases is as follows:
<TABLE>
<CAPTION>
Percent of Public Percent of Net Amount
Number of Units Offering Price Invested
<S> <C> <C>
Fewer than 5,000 3.90% 4.058%
5,000 but less than 10,000 3.50% 3.627%
10,000 but less than 25,000 3.00% 3.093%
25,000 but less than 50,000 2.50% 2.564%
50,000 but less than 100,000 2.00% 2.041%
100,000 or more 1.50% 1.523%
</TABLE>
Commencing on December 2, 1996 the sales charge will be reduced as follows:
<TABLE>
<CAPTION>
Percent of Public Percent of Net Amount
Number of Units Offering Price Invested
<S> <C> <C>
Fewer than 10,000 3.00% 3.093%
10,000 but less than 50,000 2.50% 2.564%
50,000 or more 1.50% 1.523%
</TABLE>
Commencing on December 1, 1997 the sales charge will be reduced as follows:
B-9
300615.6
<PAGE>
<TABLE>
<CAPTION>
Percent of Public Percent of Net Amount
Number of Units Offering Price Invested
<S> <C> <C>
Fewer than 10,000 2.75% 2.828%
10,000 but less than 50,000 2.25% 2.302%
50,000 or more 1.25% 1.266%
</TABLE>
These discounts will apply to all purchases of Units by the same purchaser
during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled
to a discount provided that such purchaser must own at least the required
number of Units at the time such determination is made. Units held in the name
of the spouse of the purchaser or in the name of a child of the purchaser
under 21 years of age are deemed for the purposes hereof to be registered in
the name of the purchaser. The discount is also applicable to a trustee or
other fiduciary purchasing securities for a single trust estate or single
fiduciary account.
Employees (and their immediate families) of Glickenhaus & Co. and of any
member firm of the National Association of Securities Dealers, Inc. ("NASD")
may, pursuant to employee benefit arrangements, purchase Units of the Trust at
a price equal to the then market value of the underlying securities in the
Trust, divided by the number of Units outstanding plus a reduced sales charge
of 1.5% per Unit. Such arrangements result in less selling effort and selling
expenses than sales to employee groups of other companies. Resales or
transfers of Units purchased under the employee benefit arrangements may only
be made through the Sponsor's secondary market, so long as it is being
maintained.
Distribution of Units
The Underwriter of the Units of the Trust is Glickenhaus & Co. (see
"Underwriting" in Part A). It is the Underwriter's intention to qualify Units
of the Trust for sale in certain of the states and to effect a public
distribution of the Units through its own organization. In addition, Units
will be sold to dealers who are members of the NASD at prices which represent
a concession equal to $25 per 100 Units from the related Public Offering Price
applicable to sales of fewer than 25,000 Units, $27.50 per 100 Units from the
related Public Offering Price applicable to sales of 25,000 to 49,999 Units,
$30 per 100 Units from the related Public Offering Price applicable to sales
of 50,000 to 99,999 Units and $32 per 100 Units from the related Public
Offering Price applicable to sales of 100,000 Units or more, subject in each
case to change from time to time by the Sponsor. Individual sales by dealers
that are subject to volume discounts (see "Volume and Other Discounts" above),
and are therefore less than the full charge, are subject to the following
dealer concessions: 65% of the applicable sales charge for sales of 100 to
24,999 Units; 70% of the applicable sales charge for sales of 25,000 to 49,999
Units; 77% of the applicable sales charge for sales of 50,000 to 99,999 Units;
and 82% of the applicable sales charge for sales of 100,000 Units or more.
Sales will be made only with respect to whole Units, and the Sponsor
reserves the right to reject, in whole or in part, any order for the purchase
of Units.
B-10
300615.6
<PAGE>
The Sponsor may also from time to time pay in addition to the amounts
referenced above, an additional concession, in the form of cash or other
compensation, any dealer who sells, during a specific period, minimum dollar
amounts of the Units of the Trust. In no event will such additional concession
paid by the Sponsor to the dealer exceed the difference between the sales
charge and the selling dealer's allowance in respect of Units sold by the
dealer. Such Units then may be distributed to the public by the dealers at the
Public Offering Price then in effect.
The Underwriter and broker-dealers of the Trust, banks and/or others are
eligible to participate in a program in which such firms receive from the
Sponsor a nominal award for each of their registered representatives who have
sold a minimum number of units of unit investment trusts created by the
Sponsor during a specified time period. In addition, at various times the
Sponsor may implement other programs under which the sales forces of the
Underwriter, brokers, dealers, banks and/or others may be eligible to win
other nominal awards for certain sales efforts, or under which the Sponsor
will reallow to any such Underwriter, brokers, dealers, banks and/or others
that sponsor sales contests or recognition programs conforming to criteria
established by the Sponsor, or participate in sales programs sponsored by the
Sponsor, an amount not exceeding the total applicable sales charges on the
sales generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to time pursuant
to objective criteria established by the Sponsor pay fees to qualify the
Underwriter, brokers, dealers, banks and/or others for certain services or
activities which are primarily intended to result in sales of Units of the
Trust. Such payments are made by the Sponsor out of its own assets and not out
of the assets of the Trust. These programs will not change the price Unit
holders pay for their units or the amount that the Trust will receive from the
Units sold.
Sponsor's and Underwriter's Profits
As set forth under "Public Offering--Offering Price" in Part B, the
Underwriter will receive gross commissions equal to the specified percentages
of the Public Offering Price of the Units of the Trust. Additionally, the
Sponsor may realize a profit on the deposit of the Securities in the Trust
representing the difference between the cost of the Securities to the Sponsor
and the cost of the Securities to the Trust (See "Portfolio.") The selling
dealers share in the profits, if any, described in the preceding sentence. See
"Summary of Essential Financial Information" in Part A. The Sponsor or any
selling dealer may realize profits or sustain losses with respect to
Securities deposited in the Trust which were acquired from selling syndicates
of which they were a member.
The Sponsor may have participated as an underwriter or manager, co-manager
or member of underwriting syndicates from which some of the aggregate amount
of the Securities were acquired for the Trust in the amounts set forth in "The
Trust" in Part A.
During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the selling
syndicate may also realize profits or sustain losses as a result of
fluctuations after the initial Date of Deposit in the aggregate value of the
Securities and hence in the Public Offering Price received by the Sponsor, the
Underwriter and the selling dealers for the Units. Cash, if any, made
available to the Sponsor prior to settlement date for the purchase of Units
may be used in the Sponsor's business subject to the limitations of 17 CFR
240.15c3-3 under the Securities Exchange Act of 1934 and may be of benefit to
the Sponsor.
Both upon acquisition of Securities and termination of the Trust, the
Trustee may utilize the services of the Sponsor for the sale of all or a
portion of the Securities in the Trust. The Sponsor will receive brokerage
commissions from the Trust in connection with such purchases and sales in
accordance with applicable law.
B-11
300615.6
<PAGE>
In maintaining a market for the Units (see "Sponsor Repurchase") the Sponsor
and the Underwriter will realize profits or sustain losses in the amount of
any difference between the price at which they buy Units and the price at
which they resell or redeem such Units and to the extent they earn sales
charges on resales.
RIGHTS OF UNIT HOLDERS
Certificates
Ownership of Units of the Trust is evidenced by registered Certificates
executed by the Trustee and the Sponsor. Certificates may be issued in
denominations of one hundred or more Units. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or accompanied
by a written instrument or instruments of transfer. Although no such charge is
presently made or contemplated, the Trustee may require a Unit holder to pay
$2.00 for each Certificate reissued or transferred and any governmental charge
that may be imposed in connection with each such transfer or interchange.
Mutilated, destroyed, stolen or lost Certificates will be replaced upon
delivery of satisfactory indemnity and payment of expenses incurred.
Distributions
Dividends received by the Trust are credited by the Trustee to an Income
Account for the Trust. Other receipts, including the proceeds of Securities
disposed of, are credited to a Principal Account for the Trust.
Distributions to each Unit holder from the Income Account are computed as of
the close of business on each Record Date for the following Distribution Date.
Distributions from the Principal Account of the Trust (other than amounts
representing failed contracts, as previously discussed) will be computed as of
each Record Date, and will be made to the Unit holders of the Trust on or
shortly after the Distribution Date. Proceeds representing principal received
from the disposition of any of the Securities between a Record Date and a
Distribution Date which are not used for redemptions of Units will be held in
the Principal Account and not distributed until the next Distribution Date.
Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the Distribution Date following the first
Record Date on which they are a Unit Holder of record.
As of each month the Trustee will deduct from the Income Account of the
Trust, and, to the event funds are not sufficient therein, from the Principal
Account of the Trust, amounts necessary to pay the expenses of the Trust (as
determined on the basis set forth under "Trust Expenses and Charges"). The
Trustee also may withdraw from said accounts such amounts, if any, as it deems
necessary to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of the Trust. Amounts so
withdrawn shall not be considered a part of such Trust's assets until such
time as the Trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the Trustee may withdraw from the Income
and Principal Accounts such amounts as may be necessary to cover redemptions
of Units by the Trustee.
The dividend distribution per 100 Units cannot be estimated and will change
and may be reduced as Securities are redeemed, exchanged or sold, or as
expenses of the Trust fluctuate. No distribution need be made from the
Principal Account until the balance therein is an amount sufficient to
distribute $1.00 per 100 Units.
B-12
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<PAGE>
Records
The Trustee shall furnish Unit holders in connection with each distribution
a statement of the amount of dividends, if any, and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year the Trustee will furnish to each person who at any time during
the calendar year was a Unit holder of record, a statement showing (a) as to
the Income Account: dividends, interest and other cash amounts received,
amounts paid for purchases of Substitute Securities and redemptions of Units,
if any, deductions for applicable taxes and fees and expenses of the Trust,
and the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro rata
share of each 100 Units outstanding on the last business day of such calendar
year; (b) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trust, amounts paid for
purchases of Substitute Securities and redemptions of Units, if any, and the
balance remaining after such distributions and deductions, expressed both as a
total dollar amount and as a dollar amount representing the pro rata share of
each 100 Units outstanding on the last business day of such calendar year; (c)
a list of the Securities held, a list of Securities purchased, sold or
otherwise disposed of during the calendar year and the number of Units
outstanding on the last business day of such calendar year; (d) the Redemption
Price per 100 Units based upon the last computation thereof made during such
calendar year; and (e) amounts actually distributed to Unit holders during
such calendar year from the Income and Principal Accounts, separately stated,
of the Trust, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each 100 Units outstanding on the last
business day of such calendar year.
The Trustee shall keep available for inspection by Unit holders at all
reasonable times during usual business hours, books of record and account of
its transactions as Trustee, including records of the names and addresses of
Unit holders, Certificates issued or held, a current list of Securities in the
portfolio and a copy of the Trust Agreement.
Expenses and Charges
Initial Expenses
All or a portion of the expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation and execution of the
Trust Agreement, the initial fees and expenses of the Trustee, legal expenses
and other actual out-of-pocket expenses, will be paid by the Trust and
amortized over the life of the Trust. All advertising and selling expenses, as
well as any organizational expenses not paid by the Trust, will be borne by
the Sponsors at no cost to the Trust.
Fees
The Sponsor will not charge the Trust a fee for their services as such. (See
"Sponsor's and Underwriters' Profits.")
The Sponsor will receive for portfolio supervisory services to the Trust an
Annual Fee in the amount set forth under "Summary of Essential Information" in
Part A. The Sponsor's fee may exceed the actual cost of providing portfolio
supervisory services for the Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all series of the
Glickenhaus Value Portfolios in any calendar year exceed the aggregate cost to
the Sponsor of supplying such services in such year. (See "Portfolio
Supervision.")
B-13
300615.6
<PAGE>
The Trustee will receive, for its ordinary recurring services to the Trust,
an annual fee in the amount set forth under "Summary of Essential Information"
in Part A. For a discussion of the services performed by the Trustee pursuant
to its obligations under the Trust Agreement, see "Trust Administration" and
"Rights of Unit holders". The Trustee also receives benefits to the extent
that it holds funds on deposit in the various non-interest bearing accounts
created under the Indenture.
The Trustee's fees applicable to a Trust are payable monthly from the Income
Account of the Trust to the extent funds are available and then from the
Principal Account. Both fees may be increased without approval of the Unit
holders by amounts not exceeding proportionate increases in consumer prices
for services as measured by the United States Department of Labor's Consumer
Price Index entitled "All Services Less Rent." If the balances of the
Principal and Income Accounts are insufficient to provide for amounts payable
by the Trust, or amounts payable to the Trustee which are secured by its prior
lien on the Trust, the Trustee is permitted to sell Securities to pay such
amounts.
Other Charges
The following additional charges are or may be incurred by the Trust: all
expenses (including audit and counsel fees) of the Trustee incurred and
advances made in connection with its activities under the Trust Agreement,
including annual audit expenses of independent public accountants selected by
the Sponsor (so long as the Sponsor maintains a secondary market, the Sponsor
will bear any audit expense which exceeds 50 cents per 100 Units), the
expenses and costs of any action undertaken by the Trustee to protect the
Trust and the rights and interests of the Unit holders; fees of the Trustee
for any extraordinary services performed under the Trust Agreement;
indemnification of the Trustee for any loss or liability accruing to it
without gross negligence, bad faith or willful misconduct on its part, arising
out of or in connection with its acceptance or administration of the Trust;
indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as sponsors of the Trust without gross negligence, bad
faith or willful misconduct on its part; and all taxes and other governmental
charges imposed upon the Securities or any part of the Trust (no such taxes or
charges are being levied, made or, to the knowledge of the Sponsor,
contemplated). The above expenses, including the Trustee's fees, when paid by
or owing to the Trustee are secured by a first lien on the Trust to which such
expenses are charged. In addition, the Trustee is empowered to sell the
Securities in order to make funds available to pay all expenses.
TAX STATUS
The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986, as amended (the "Code"). Unit holders
should consult their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition of
Units.
In rendering the opinion set forth below, Battle Fowler LLP has examined the
Agreement, the final form of Prospectus dated the date hereof (the
"Prospectus") and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein.
In the opinion of Battle Fowler LLP, special counsel for the Sponsor, under
existing law:
B-14
300615.6
<PAGE>
1. The Trust will be classified as a grantor trust for Federal
income tax purposes and not as a partnership or association taxable as a
corporation. Classification of the Trust as a grantor trust will cause the
Trust not to be subject to Federal income tax, and will cause the Unit
holders of the Trust to be treated for Federal income tax purposes as the
owners of a pro rata portion of the assets of the Trust. All income received
by the Trust will be treated as income of the Unit holders in the manner set
forth below.
2. The Trust is not subject to the New York Franchise Tax on
Business Corporations or the New York City General Corporation Tax. For a
Unit holder who is a New York resident, however, a pro rata portion of all
or part of the income of the Trust will be treated as the income of the Unit
holder under the income tax laws of the State and City of New York. Similar
treatment may apply in other states.
3. During the 90-day period subsequent to the initial issuance date,
the Sponsor reserves the right to deposit additional Securities that are
substantially similar to those establishing the Trust. This retained right
falls within the guidelines promulgated by the Internal Revenue Service
("IRS") and should not affect the taxable status of the Trust.
A taxable event will generally occur with respect to each Unit holder when
the Trust disposes of a Security (whether by sale, exchange or redemption) or
upon the sale, exchange or redemption of Units by such Unit holder. The price
a Unit holder pays for his Units, including sales charges, is allocated among
his pro rata portion of each Security held by the Trust (in proportion to the
fair market values thereof on the date the Unit holder purchases his Units) in
order to determine his initial cost for his pro rata portion of each Security
held by the Trust.
For Federal income tax purposes, a Unit holder's pro rata portion of
dividends paid with respect to a Security held by a Trust are taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits" as defined by Section 316 of the Code. A Unit holder's
pro rata portion of dividends paid on such Security that exceed such current
and accumulated earnings and profits will first reduce a Unit holder's tax
basis in such Security, and to the extent that such dividends exceed a Unit
holder's tax basis in such Security will generally be treated as capital gain.
A Unit holder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital gain and will be long-term if the Unit
holder has held his Units for more than one year. Long-term capital gains are
generally taxed at the same rates applicable to ordinary income, although
individuals who realize long-term capital gains may be subject to a reduced
tax rate on such gains, rather than the "regular" maximum tax rate of 39.6%.
Tax rates may increase prior to the time when Unit holders may realize gains
from the sale, exchange or redemption of Units or Securities.
A Unit holder's portion of loss, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital loss and will be long-term if the Unit holder has held
his Units for more than one year. Capital losses are deductible to the extent
of capital gains; in addition, up to $3,000 of capital losses of non-corporate
Unit holders may be deducted against ordinary income.
Under Section 67 of the Code and the accompanying Regulations, a Unit holder
who itemizes his deductions may also deduct his pro rata share of the fees and
expenses of the Trust, but only to the extent that such amounts, together with
the Unit holder's other miscellaneous deductions, exceed 2% of his adjusted
gross income. The deduction of fees and expenses may also be limited by
Section 68 of the Code, which reduces the amount of itemized deductions that
are allowed for individuals with incomes in excess of certain thresholds.
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After the end of each calendar year, the Trustee will furnish to each Unit
holder an annual statement containing information relating to the dividends
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security, and the fees and expenses paid by
the Trust. The Trustee will also furnish annual information returns to each
Unit holder and to the Internal Revenue Service.
A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to such Unit holder's pro rata portion of
dividends received by the Trust from a domestic corporation under Section 243
of the Code or from a qualifying foreign corporation under Section 245 of the
Code (to the extent the dividends are taxable as ordinary income, as discussed
above) in the same manner as if such corporation directly owned the Securities
paying such dividends. However, a corporation owning Units should be aware
that Sections 246 and 246A of the Code impose additional limitations on the
eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code). Moreover, the allowable percentage of the deduction will be reduced
from 70% if a corporate Unit holder owns certain stock (or Units) the
financing of which is directly attributable to indebtedness incurred by such
corporation. Accordingly, Unit holders should consult their tax adviser in
this regard.
As discussed in the section "Termination", each Unit holder may have three
options in receiving their termination distributions, which are (i) to receive
their pro rata share of the underlying Securities in kind, (ii) to receive
cash upon liquidation of their pro rata share of the underlying Securities, or
(iii) to invest the amount of cash they would receive upon the liquidation of
their pro rata share of the underlying Securities in units of a future series
of the Trust (if one is offered).
There are special tax consequences should a Unit holder choose option (i),
the exchange of the Unit holder's Units for a pro rata portion of each of the
Securities held by the Trust plus cash. Treasury Regulations provide that gain
or loss is recognized when there is a conversion of property into property
that is materially different in kind or extent. In this instance, the Unit
holder may be considered the owner of an undivided interest in all of the
Trust's assets. By accepting the proportionate number of Securities of the
Trust, in partial exchange for his Unit, the Unit holder should be treated as
merely exchanging his undivided pro rata ownership of Securities held by the
Trust into sole ownership of a proportionate share of Securities. As such,
there should be no material difference in the Unit holder's ownership, and
therefore the transaction should be tax free to the extent the Securities are
received. Alternatively, the transaction may be treated as an exchange that
would qualify for nonrecognition treatment to the extent the Unit holder is
exchanging his undivided interest in all of the Trust's Securities for his
proportionate number of shares of the underlying Securities. In either
instance, the transaction should result in a non-taxable event for the Unit
holder to the extent Securities are received. However, there is no specific
authority addressing the income tax consequences of an in kind distribution
from a grantor trust, and investors are urged to consult their tax advisers in
this regard.
Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on "unrelated business taxable income." Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt
entity that is unrelated to the entity's exempt purpose. Unrelated business
taxable income generally does not include dividend or interest income or gain
from the sale of investment property, unless such income is derived from
property that is debt-financed or is dealer property. A tax-exempt entity's
dividend income from the Trust and gain from the sale of Units in the Trust or
the Trust's sale of Securities is not expected to constitute unrelated
business taxable income to such tax-exempt entity unless the acquisition of
the Unit itself is debt-financed or constitutes dealer property in the hands
of the tax-exempt entity.
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Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things (a) whether the investment is prudent under
the Employee Retirement Income Security Act of 1974 ("ERISA"), taking into
account the needs of the plan and all of the facts and circumstances of the
investment in the Trust; (b) whether the investment satisfies the
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
the assets of the Trust are deemed "plan assets" under ERISA and the
Department of Labor regulations regarding the definition of "plan assets."
Prospective tax-exempt investors are urged to consult their own tax advisers
prior to investing in the Trust.
Retirement Plans
This Trust may be well suited for purchase by Individual Retirement Accounts
("IRAs"), Keogh plans, pension funds and other qualified retirement plans,
certain of which are briefly described below. Generally, capital gains and
income received in each of the foregoing plans are exempt from Federal
taxation. All distributions from such plans are generally treated as ordinary
income but may, in some cases, be eligible for special 5 or 10 year averaging
or tax-deferred rollover treatment. Unit holders in IRAs, Keogh plans and
other tax-deferred retirement plans should consult their plan custodian as to
the appropriate disposition of distributions. Investors considering
participation in any of these plans should review specific tax laws related
thereto and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any of these plans. These plans are offered
by brokerage firms, including the Sponsor of the Trust, and other financial
institutions. Fees and charges with respect to such plans may vary.
Retirement Plans for the Self-Employed--Keogh Plans. Units of the Trust may
be purchased by retirement plans established pursuant to Self-Employed
Individuals Tax Retirement Act of 1962 ("Keogh plans") for self-employed
individuals, partnerships or unincorporated companies. Qualified individuals
may generally make annual tax-deductible contributions up to the lesser of 20%
of annual compensation or $30,000 to Keogh plans. The assets of the plan must
be held in a qualified trust or other arrangement which meets the requirements
of the Code. Generally, there are penalties for premature distributions from a
plan before attainment of age 591/2, except in the case of a participant's
death or disability and certain other related circumstances. Keogh plan
participants may also establish separate IRAs (see below) to which they may
contribute up to an additional $2,000 per year ($2,250 in a spousal account).
Individual Retirement Account--IRA. Any individual (including one covered by
an employer retirement plan) can establish an IRA or make use of a qualified
IRA arrangement set up by an employer or union for the purchase of Units of
the Trust. Any individual can make a contribution in an IRA equal to the
lesser of $2,000 ($2,250 in a spousal account) or 100% of earned income; such
investment must be made in cash. However, the deductible amount an individual
may contribute will be reduced if the individual's adjusted gross income
exceeds $25,000 (in the case of a single individual), $40,000 (in the case of
married individuals filing a joint return) or $200 (in the case of a married
individual filing a separate return). A married individual filing a separate
return will not be entitled to any deduction if the individual is covered by
an employer-maintained retirement plan without regard to whether the
individual's spouse is an active participant in an employer retirement plan.
Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. It should be noted that certain
transactions which are prohibited under Section 408 of the Code will cause all
or a portion of the amount in an IRA to be deemed to be distributed and
subject to tax at that time. A participant's entire interest in an IRA must
be, or commence to be, distributed to the participant not later than the April
1 following the taxable year during which the participant attains age 701/2.
Taxable distributions made before attainment of age 591/2, except in the case
of the participant's death or disability or where the amount distributed is
part of a series
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of substantially equal periodic (at least annual) payments that are to be made
over the life expectancies of the participant and his or her beneficiary, are
generally subject to a surtax in an amount equal to 10% of the distribution.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing plan
for employees of a corporation may purchase Units of the Trust.
LIQUIDITY
Sponsor Repurchase
The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units and continuously to offer to repurchase the
Units. The Sponsor's secondary market repurchase price will be based on the
aggregate value of the Securities in the Trust portfolio and will be the same
as the redemption price. The aggregate value of the Securities will be
determined by the Trustee on a daily basis and computed on the basis set forth
under "Trustee Redemption." The Sponsor does not guarantee the enforceability,
marketability or price of any Securities in the Portfolio or of the Units.
Unit holders who wish to dispose of their Units should inquire of the Sponsor
as to current market prices prior to making a tender for redemption. The
Sponsor may discontinue repurchase of Units if the supply of Units exceeds
demand, or for other business reasons. The date of repurchase is deemed to be
the date on which Certificates representing Units are physically received in
proper form, i.e., properly endorsed, by Glickenhaus & Co., 6 East 43rd
Street, New York, New York 10017. Units received after 4 P.M., New York Time,
will be deemed to have been repurchased on the next business day. In the event
a market is not maintained for the Units, a Unit holder may be able to dispose
of Units only by tendering them to the Trustee for redemption.
Units purchased by the Sponsor in the secondary market may be reoffered for
sale by the Sponsor at a price based on the aggregate value of the Securities
in the Trust plus a maximum sales charge of 3.9% (or 4.058% of the net amount
invested) plus a pro rata portion of amounts, if any, in the Income Account.
Any Units that are purchased by the Sponsor in the secondary market also may
be redeemed by the Sponsor if it determines such redemption to be in its best
interest.
The Sponsor may, under certain circumstances, as a service to Unit holders,
elect to purchase any Units tendered to the Trustee for redemption (see
"Trustee Redemption"). Factors which the Sponsor will consider in making a
determination will include the number of Units of all Trusts which it has in
inventory, its estimate of the salability and the time required to sell such
Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (seven calendar days after
tender), the Sponsor may elect to purchase such Units. Such purchase shall be
made by payment to the Unit holder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.
Trustee Redemption
Units may also be tendered to the Trustee for redemption at its corporate
trust office at 101 Barclay Street, New York, New York 10286, upon proper
delivery of Certificates representing such Units and payment of any relevant
tax. At the present time there are no specific taxes related to the redemption
of Units. No redemption fee will be charged by the Sponsor or the Trustee.
Units redeemed by the Trustee will be cancelled.
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Certificates representing Units to be redeemed must be delivered to the
Trustee and must be properly endorsed or accompanied by proper instruments of
transfer with signature guaranteed (or by providing satisfactory indemnity, as
in the case of lost, stolen or mutilated Certificates). Thus, redemptions of
Units cannot be effected until Certificates representing such Units have been
delivered by the person seeking redemption. (See "Certificates.") Unit holders
must sign exactly as their names appear on the faces of their Certificates. In
certain instances the Trustee may require additional documents such as, but
not limited to, trust instruments, certificates of death, appointments as
executor or administrator or certificates of corporate authority.
Within seven calendar days following a tender for redemption, or, if such
seventh day is not a business day, on the first business day prior thereto,
the Unit holder will be entitled to receive an amount for each Unit tendered
equal to the Redemption Price per Unit computed as of the Evaluation Time set
forth under "Summary of Essential Information" in Part A on the date of
tender. The "date of tender" is deemed to be the date on which Units are
received by the Trustee, except that with respect to Units received after the
close of trading on the New York Stock Exchange (4:00 p.m. Eastern Time), the
date of tender is the next day on which such Exchange is open for trading, and
such Units will be deemed to have been tendered to the Trustee on such day for
redemption at the Redemption Price computed on that day.
A Unit holder will receive his redemption proceeds in cash and amounts paid
on redemption shall be withdrawn from the Income Account, or, if the balance
therein is insufficient, from the Principal Account. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, could result in a sale of Securities by the Trustee
at a loss. To the extent Securities are sold, the size and diversity of the
Trust will be reduced. The Securities to be sold will be selected by the
Trustee in order to maintain, to the extent practicable, the proportionate
relationship among the number of shares of each Stock. Provision is made in
the Indenture under which the Sponsor may, but need not, specify minimum
amounts in which blocks of Securities are to be sold in order to obtain the
best price for the Fund. While these minimum amounts may vary from time to
time in accordance with market conditions, the Sponsor believes that the
minimum amounts which would be specified would be approximately 100 shares for
readily marketable Securities.
The Redemption Price per Unit is the pro rata share of the Unit in the Trust
determined by the Trustee on the basis of (i) the cash on hand in the Trust or
moneys in the process of being collected, (ii) the value of the Securities in
the Trust as determined by the Trustee, less (a) amounts representing taxes or
other governmental charges payable out of the Trust, (b) the accrued expenses
of the Trust and (c) cash allocated for the distribution to Unit holders of
record as of the business day prior to the evaluation being made. The Trustee
may determine the value of the Securities in the Trust in the following
manner: if the Securities are listed on a national securities exchange or the
NASDAQ national market system, this evaluation is generally based on the
closing sale prices on that exchange or that system (unless the Trustee deems
these prices inappropriate as a basis for valuation). If the Securities are
not so listed or, if so listed and the principal market therefor is other than
on the exchange, the evaluation shall generally be based on the closing
purchase price in the over-the-counter market (unless the Trustee deems these
prices inappropriate as a basis for evaluation) or if there is no such closing
purchase price, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the
basis of current bid prices for comparable securities, (b) by appraising the
value of the Securities on the bid side of the market or (c) by any
combination of the above.
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<PAGE>
Units will be redeemed by the Trustee solely in cash for any Unit holder
tendering less than 2,500 Units. With respect to redemption requests of at
least 2,500 Units, the Sponsor may determine, in its discretion, to direct the
Trustee to redeem Units "in kind" even if the Sponsor is then maintaining a
secondary market in Units of the Trust. Unit holders redeeming "in kind" will
receive an amount and value of Securities per Unit equal to the Redemption
Price per Unit determined as of the Evaluation Time next following the date of
tender. The distribution "in kind" for redemption of Units will be made by the
Trustee for the account of, and for disposition in accordance with the
instructions of, the tendering Unit holder. The tendering Unit holder will be
entitled to receive whole shares of each of the underlying Securities, plus
cash equal to the Unit holder's pro rata share of the cash balance of the
Income and Principal Accounts and cash from the Principal Account equal to the
fractional shares to which such tendering Unit holder is entitled. The Trustee
in connection with implementing the redemption "in kind" procedures described
above, may make any adjustments necessary to reflect differences between the
Redemption Price of Units and the value of the Securities distributed "in
kind" as of the date of tender. If the Principal Account does not contain
amounts sufficient to cover the required cash distribution to the tendering
Unit holder, the Trustee is empowered to sell Securities in the manner
discussed below. A Unit holder receiving redemption distributions of
Securities "in kind" generally will incur brokerage costs and odd-lot charges
in converting Securities so received into cash. The Trustee will assess
transfer charges to Unit holders taking Securities "in kind" according to its
usual practice.
Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. In
addition, in implementing the redemption procedures described above, the
Trustee shall make any adjustments necessary to reflect differences between
the Redemption Price of the Units and the value of the "in kind" distribution
as of the date of tender. To the extent that Securities are distributed in
kind, the size of the Trust will be reduced.
The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or trading on that Exchange is restricted or
during which (as determined by the Securities and Exchange Commission) an
emergency exists as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or for such other periods as the Securities and
Exchange Commission may by order permit. The Trustee and the Sponsor are not
liable to any person or in any way for any loss or damage which may result
from any such suspension or postponement.
A Unit holder who wishes to dispose of his Units should inquire of his bank
or broker in order to determine if there is a current secondary market price
in excess of the Redemption Price. There can be no assurance, however, that
such a market will exist.
TRUST ADMINISTRATION
Portfolio Supervision
The Trust is a unit investment trust and is not a managed fund. Traditional
methods of investment management for a managed fund typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Portfolio of the Trust, however, will not be managed and
therefore the adverse financial condition of an issuer will not necessarily
require the sale of its Securities from the Portfolio. However, the Sponsor
may direct the disposition of Securities upon the occurrence of certain
events, including:
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<PAGE>
1. default in payment of amounts due on any of the Securities;
2. institution of certain legal proceedings;
3. default under certain documents materially and adversely
affecting future declaration or payment of amounts due or
expected; or
4. decline in price as a direct result of serious adverse credit
factors affecting the issuer of a Security which, in the
opinion of the Sponsor, would make the retention of the
Security detrimental to the Trust or the Unit holders.
Upon receipt of such direction from the Sponsor, the Trustee shall proceed to
sell the specified Security in accordance with such direction. Such proceeds
shall be distributed to Unit holders in accordance with the provisions set
forth under "Rights of Unit Holders - Distributions."
If a default in the payment of amounts due on any Security occurs and if the
Sponsor fails to give immediate instructions to sell or hold that Security,
the Trust Agreement provides that the Trustee, within 30 days of that failure
by the Sponsor, may sell the Security.
The Trust Agreement provides that it is the responsibility of the Sponsor to
instruct the Trustee to reject any offer made by an issuer of any of the
Securities to issue new securities in exchange and substitution for any
Security pursuant to a recapitalization or reorganization, except that the
Sponsor may instruct the Trustee to accept such an offer or to take any other
action with respect thereto as the Sponsor may deem proper if the issuer
failed to declare or pay, amounts owed with respect thereto.
The Trust Agreement also authorizes the Sponsor to increase the size and
number of Units of the Trust by the deposit of Additional Securities,
contracts to purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units within 90 days subsequent to the
initial Date of Deposit, provided that the original proportionate relationship
among the number of shares of each Security established on the Initial Date of
Deposit is maintained to the extent practicable. Deposits of Additional
Securities in the Trust subsequent to the 90-day period following the initial
Date of Deposit must replicate exactly the proportionate relationship among
the shares of each Security in the Trust portfolio at the end of the initial
90-day period.
With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection
with creating additional Units of the Trust, the Sponsor may specify the
minimum numbers in which Additional Securities will be deposited or purchased.
If a deposit is not sufficient to acquire minimum amounts of each Security,
Additional Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the original
proportionate relationship. If Securities of an issue originally deposited are
unavailable at the time of the subsequent deposit, the Sponsor may (1) deposit
cash or a letter of credit with instructions to purchase the Security when it
becomes available, or (2) deposit (or instruct the Trustee to purchase) either
Securities of one or more other issues originally deposited or a Substitute
Security.
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Trust Agreement and Amendment
The Trust Agreement may be amended by the Trustee and the Sponsor without
the consent of any of the Unit holders: (1) to cure any ambiguity or to
correct or supplement any provision which may be defective or inconsistent;
(2) to change any provision thereof as may be required by the Securities and
Exchange Commission or any successor governmental agency; or (3) to make such
other provisions in regard to matters arising thereunder as shall not
adversely affect the interests of the Unit holders.
The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the holders
of Certificates evidencing 662/3% of the Units then outstanding for the
purpose of modifying the rights of Unit holders; provided that no such
amendment or waiver shall reduce any Unit holder's interest in the Trust
without his consent or reduce the percentage of Units required to consent to
any such amendment or waiver without the consent of the holders of all
Certificates. The Trust Agreement may not be amended, without the consent of
the holders of all Certificates in the Trust then outstanding, to increase the
number of Units issuable or to permit the acquisition of any Securities in
addition to or in substitution for those initially deposited in such Trust,
except in accordance with the provisions of the Trust Agreement. The Trustee
shall promptly notify Unit holders, in writing, of the substance of any such
amendment.
Trust Termination
The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in such Trust but in no event is it to continue beyond the
Mandatory Termination Date. If the value of the Trust shall be less than the
minimum amount set forth under "Summary of Essential Information" in Part A,
the Trustee may, in its discretion, and shall, when so directed by the
Sponsor, terminate the Trust. The Trust may also be terminated at any time
with the consent of the holders of 100% of the Units then outstanding. The
Trustee may utilize the services of the Sponsor for the sale of all or a
portion of the Securities in the Trust. The Sponsor will receive brokerage
commissions from the Trust in connection with such sales in accordance with
applicable law. In the event of termination, written notice thereof will be
sent by the Trustee to all Unit holders. Such notice will provide Unit holders
with three options by which to receive their pro rata share of the net asset
value of the Trust.
1. A Unit holder who owns at least 2,500 Units and who so
elects by notifying the Trustee prior to the commencement of the Liquidation
Period by returning a properly completed election request (to be supplied to
Unit holders at least 20 days prior to such date) (see "Summary of Essential
Information" in Part A for the date of the commencement of the Liquidation
Period) and whose interest in the Trust entitles him to receive at least one
share of each underlying Security will have his Units redeemed on
commencement of the Liquidation Period by distribution of the Unit holder's
pro rata share of the net asset value of the Trust on such date distributed
in kind to the extent represented by whole shares of underlying Securities
and the balance in cash within three business days next following the
commencement of the Liquidation Period. Unit holders subsequently selling
such distributed Securities will incur brokerage costs when disposing of
such Securities.
A Unit holder may also elect prior to the Mandatory Termination Date by so
specifying in a properly completed election request, the following two options
with regard to the termination distribution of such Unit holder's interest in
the Trust as set forth below:
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<PAGE>
2. to receive in cash such Unit holder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as the
agent of the Trustee of the underlying Securities over a period not to
exceed 30 days immediately following the commencement of the Liquidation
Period. The Unit holder's Redemption Price per Unit on the settlement date
of the last trade of a Security in the Trust will be distributed to such
Unit holder within three business days of the settlement of the trade of the
last Security to be sold; and/or
3. upon the receipt by the Trust of an appropriate exemptive
order from the Securities and Exchange Commission, to invest such Unit
holder's pro rata share of the net asset value of the Trust derived from the
sale by the Sponsor as agent of the Trustee of the underlying Securities
over a period not to exceed 30 days immediately following the commencement
of the Liquidation Period, in units of any available series of Glickenhaus
Value Portfolios, The Equity Collection (the "New Series"). The Units of a
New Series will be purchased by the Unit holder within three business days
of the settlement of the trade for the last Security to be sold. Such
purchaser may be entitled to a reduced sales load upon the purchase of units
of the New Series. It is expected that the terms of the New Series will be
substantially the same as the terms of the Trust described in this
Prospectus, and that similar options with respect to the termination of such
New Series will be available. The availability of this option will be
dependent on the Units of the New Series being qualified for sale in the
state in which the Unit holder resides. The availability of this option does
not constitute a solicitation of an offer to purchase Units of a New Series
or any other security. A Unit holder's election to participate in this
option will be treated as an indication of interest only. At any time prior
to the purchase by the Unit holder of units of a New Series such Unit holder
may change his investment strategy and receive, in cash, the proceeds of the
sale of the Securities. There can be no assurance that the Securities and
Exchange Commission will grant such exemptive order.
The Sponsor has agreed to effect the sales of underlying securities for the
Trustee in the case of the second and third options over a period not to
exceed 30 days immediately following the commencement of the Liquidation
Period. The Sponsor, on behalf of the Trustee, will sell, unless prevented by
unusual and unforeseen circumstances, such as, among other reasons, a
suspension in trading of a Security, the close of a stock exchange, outbreak
of hostilities and collapse of the economy, on each business day during the 30
day period at least a number of shares of each Security which then remains in
the portfolio (based on the number of shares of each issue in the portfolio)
multiplied by a fraction the numerator of which is one and the denominator of
which is the number of days remaining in the 30 day sales period. The
Redemption Price Per Unit upon the settlement of the last sale of Securities
during the 30 day period will be distributed to Unit holders in redemption of
such Unit holders' interest in the Trust.
Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsor
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsor's buying of securities may tend to raise the market
prices of these securities. The actual market impact of the Sponsor's
purchases, however, is currently unpredictable because the actual amount of
securities to be purchased and the supply and price of those securities is
unknown. A similar problem may occur in connection with the sale of Securities
during the 30 day period immediately following the commencement of the
Liquidation Period; depending on the number of sales required, the prices of
and demand for Securities, such sales may tend to depress the market prices
and thus reduce the proceeds of such sales. The Sponsor believes that the sale
of underlying Securities over a 30 day period as described above is in the
best interest of a Unit holder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than 30 days if, in the Sponsor's judgment,
such sales are in the best interest of Unit holders. The Sponsor, in
implementing such sales of securities on behalf of the Trustee, will seek to
maximize the sales proceeds and will act in the best interests of the Unit
holders. There can be no assurance, however, that any adverse price
consequences of heavy trading will be mitigated.
B-23
300615.6
<PAGE>
Unit holders who do not make any election will be deemed to have elected to
receive the Redemption Price per Unit in cash (option number 2).
It should also be noted that Unit holders will realize taxable capital gains
or losses on the liquidation of the Securities representing their Units for
cash or a New Series, but, due to the procedures for investing in the New
Series, no cash would be distributed at that time to pay any taxes.
The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Unit holder. If the Sponsor so decides, the Sponsor will
notify the Trustee of that decision, and the Trustee will notify the Unit
holders before the Termination Date. All Unit holders will then elect either
option 1 or option 2.
By electing to reinvest in the New Series, the Unit holder indicates his
interest in having his terminating distribution from the Trust invested only
in the New Series created following termination of the Trust; the Sponsor
expects, however, that a similar reinvestment program will be offered with
respect to all subsequent series of the Trust, thus giving Unit holders an
opportunity to elect to "rollover" their terminating distributions into a New
Series. The availability of the reinvestment privilege does not constitute a
solicitation of offers to purchase units of a New Series or any other
security. A Unit holder's election to participate in the reinvestment program
will be treated as an indication of interest only. The Sponsor intends to
coordinate the date of deposit of a future series so that the terminating
trust will terminate contemporaneously with the creating of a New Series.
The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.
The Sponsor
The Sponsor, Glickenhaus & Co., a New York limited partnership, is engaged
in the underwriting and securities brokerage business, and in the investment
advisory business. It is a member of the New York Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. and is an associate member of
the American Stock Exchange. Glickenhaus & Co. acts as a sponsor for
successive Series of both the Municipal Insured National Trusts and the Empire
State Municipal Exempt Trusts and as investment advisor for the Empire Builder
Tax Free Bond Fund. Glickenhaus & Co., in addition to participating as a
member of various selling groups of other investment companies, executes
orders on behalf of investment companies for the purchase and sale of
securities of such companies and sells securities to such companies in its
capacity as a broker or dealer in securities.
Limitations on Liability
The Sponsor will be under no liability to Unit holders for taking any
action, or refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.
Resignation
The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor.
B-24
300615.6
<PAGE>
If at any time the Sponsor shall resign or fail to perform any of its duties
under the Trust Agreement or becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, then the Trustee may
either (a) appoint a successor Sponsor; (b) terminate the Trust Agreement and
liquidate the Trust; or (c) continue to act as Trustee without terminating the
Trust Agreement. Any successor Sponsor appointed by the Trustee shall be
satisfactory to the Trustee and, at the time of appointment, shall have a net
worth of at least $1,000,000.
Financial Information
At September 30, 1995, the total partners' capital of the Sponsor was
$146,106,000 (audited).
The foregoing information with regard to the Sponsor relates to the Sponsor
only, and not to any series of Glickenhaus Value Portfolios, Equity
Collection. Such information is included in this Prospectus only for the
purpose of informing investors as to the financial responsibility of the
Sponsor and their ability to carry out their contractual obligations shown
herein. More comprehensive financial information can be obtained upon request
from the Sponsor.
The Trustee
The Trustee is The Bank of New York, a trust company organized under the
laws of New York, having its offices at 101 Barclay Street, New York, New York
10286 (800) 431-8001. The Bank of New York is subject to supervision and
examination by the Superintendent of Banks of the State of New York and the
Board of Governors of the Federal Reserve System, and its deposits are insured
by the Federal Deposit Insurance Corporation to the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. The Trustee did
not participate in the selection of Securities for the Trust.
Limitations on Liability
The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to
the Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Certificates in accordance with the Trust Agreement,
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties; provided, however, that the
Trustee shall not in any event be liable or responsible for any evaluation
made by any independent evaluation service employed by it. In addition, the
Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or the Trust which it may be
required to pay under current or future law of the United States or any other
taxing authority having jurisdiction. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities pursuant to the Trust Agreement.
Responsibility
For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Unit Holders."
Resignation
The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsor, and mailing a copy of a notice of resignation to all
Unit holders. In such an event the Sponsor is obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs
B-25
300615.6
<PAGE>
are taken over by public authorities, or if the Sponsor deems it to be in the
best interest of the Unit holders, the Sponsor may remove the Trustee and
appoint a successor as provided in the Trust Agreement. Notice of such removal
and appointment shall be mailed to each Unit holder by the Sponsor. If upon
resignation of the Trustee no successor has been appointed and has accepted
the appointment within thirty days after notification, the retiring Trustee
may apply to a court of competent jurisdiction for the appointment of a
successor. The resignation or removal of the Trustee becomes effective only
when the successor Trustee accepts its appointment as such or when a court of
competent jurisdiction appoints a successor Trustee. Upon execution of a
written acceptance of such appointment by such successor Trustee, all the
rights, powers, duties and obligations of the original Trustee shall vest in
the successor.
Any corporation into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $5,000,000.
Evaluation of the Trust
The value of the Securities in the Trust portfolio is determined in good
faith by the Trustee on the basis set forth under "Public Offering-Offering
Price." The Sponsor and the Unit holders may rely on any evaluation furnished
by the Trustee and shall have no responsibility for the accuracy thereof.
Determinations by the Trustee under the Trust Agreement shall be made in good
faith upon the basis of the best information available to it, provided,
however, that the Trustee shall be under no liability to the Sponsor or Unit
holders for errors in judgment, except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. The Trustee, the Sponsor and the Unit holders may rely
on any evaluation furnished to the Trustee by an independent evaluation
service and shall have no responsibility for the accuracy thereof.
LEGAL OPINIONS
The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Battle Fowler LLP, 75 East 55th
Street, New York, New York 10022 as counsel for the Sponsor. Tanner, Propp &
Farber, 99 Park Avenue, New York, New York 10016 have acted as counsel for the
Trustee.
AUDITORS
The Statement of Condition and Portfolio are included herein in reliance
upon the report of BDO Seidman, LLP, independent certified public auditors,
and upon the authority of said firm as experts in accounting and auditing.
B-26
300615.6
<PAGE>
No person is authorized to give any information or to make any representations
not contained in Parts A and B of this Prospectus; and any information or
representation not contained herein must not be relied upon as having been
authorized by the Trust, the Trustee or the Sponsors. The Trust is registered
as a unit investment trust under the Investment Company Act of 1940. Such
registration does not imply that the Trust or any of its Units have been
guaranteed, sponsored, GLICKENHAUS VALUE PORTFOLIOS recommended or approved by
the United States or THE 1996 EQUITY COLLECTION any state or any agency or
officer thereof.
This Prospectus does not constitute an offer to sell, (Unit Investment Trust)
or a solicitation of an offer to buy, securities in any state to any person to
whom it is not lawful to Prospectus make such offer in such state.
<TABLE>
<CAPTION>
Dated January 24, 1996
Table of Contents
<S> <C> <C>
Title Page
Sponsor:
PART A
Summary of Essential Information..................A-2 Glickenhaus & Co.
Independent Auditors' Report......................A-8 6 East 43rd Street
Statement of Condition............................A-9 New York, New York 10017
Portfolio........................................A-10 (212) 953-7532
Underwriting.....................................A-11
PART B
The Trust.........................................B-1 Trustee:
Risk Considerations...............................B-4
Public Offering...................................B-8 The Bank of New York
Rights of Unit Holders...........................B-12 101 Barclay Street
Tax Status.......................................B-14 New York, New York 10286
Liquidity........................................B-18 (800) 431 - 8001
Trust Administration.............................B-20
Legal Opinions...................................B-26
Auditors.........................................B-26
Parts A and B of this Prospectus do not contain all of the information set
forth in the registration statement and exhibits relating thereto, filed with
the Securities and Exchange Commission, Washington, D.C., under the Securities
Act of 1933, and the Investment Company Act of 1940, and to which reference is
made.
</TABLE>
300615.6
<PAGE>
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM A--BONDING ARRANGEMENTS
The employees of Glickenhaus & Co. are covered under Brokers' Blanket
Policy, Standard Form 14, in the amount of $5,000,000.
ITEM B--CONTENTS OF REGISTRATION STATEMENT
This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
BDO Seidman, LLP
The following exhibits:
*1.1 -- Reference Trust Agreement including certain Amendments to the
Trust Indenture and Agreement referred to under Exhibit 1.1.1
below.
*1.1.1 -- Trust Indenture and Agreement.
*1.3 -- Form of Selected Dealer Agreement.
1.6 -- Restated Agreement of Limited Partnership of Glickenhaus & Co.
(filed as Exhibit 1.3 to Form S-6 Registration Statement No.
2-95041 of Municipal Insured National Trust Series 1 on December
21, 1984, and incorporated herein by reference).
1.6(a) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(a) to Form
S-6 Registration Statement No. 2-95041 of Municipal Insured
National Trust Series 1 on December 21, 1984, and incorporated
herein by reference).
1.6(b) -- Certificate of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(b) to Form
S-6 Registration Statement No. 2-95041 of Municipal Insured
National Trust Series 1 on December 21, 1984, and incorporated
herein by reference).
1.6(c) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.3(c) to Form
S-6 Registration Statement No. 2-95041 of Municipal Insured
National Trust Series 1 on December 21, 1984, and incorporated
herein by reference).
1.6(d) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit 1.2(d) to
Amendment No. 1 to Form S-6 Registration Statement No. 33-814 of
- --------
* Filed herewith.
II-i
310373.1
<PAGE>
Empire State Municipal Exempt Trust, Guaranteed Series 23 on April
11, 1986, and incorporated herein by reference).
*2.1 -- Form of Certificate.
*3.1 -- Opinion of Battle Fowler LLP as to the legality of the securities
being registered.
4.1 -- Information as to Partners of Glickenhaus & Co. (filed as Exhibit
4.1 to Amendment No. 1 to Form S-6 Registration Statement No.
33-26577 of Empire State Municipal Exempt Trust, Guaranteed
Series 46 on April 19, 1989, and incorporated herein by
reference).
4.3 -- Affiliations of Sponsor with other investment companies (filed
as Exhibit 4.6 to Amendment No. 1 to Form S-6 Registration
Statement No. 2-95041 of Municipal Insured National Trust Series 1
on
March 21, 1985, and incorporated herein by reference).
4.4 -- Stockbrokers' Bond and Policy, Form B for Glickenhaus & Co.
(filed as Exhibit 4.7 to Form S-6 Registration Statement No.
2-95041 of Municipal Insured National Trust Series 1 on December
21, 1984, and incorporated herein by reference).
6.0 -- Copies of Powers of Attorney of General Partners of Glickenhaus &
Co. (filed as Exhibit 6.0 to Form S-6 Registration Number
33-64155 of Glickenhaus Value Portfolios, The 1996 Equity
Collection on November 13, 1995, and incorporated herein by
reference).
*27 -- Financial Data Schedule (for EDGAR filing only).
- --------
* Filed herewith.
II-ii
310373.1
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Glickenhaus Value Portfolios, The 1996 Equity Collection has duly caused this
amendment to the Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of New York and State of New
York on the 24th day of January, 1996.
GLICKENHAUS VALUE PORTFOLIOS, THE 1996
EQUITY COLLECTION
By: GLICKENHAUS & CO.
(Sponsor)
By: /s/ BRIAN C. LAUX
(Brian C. Laux, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
NAME TITLE DATE
ALFRED FEINMAN* General Partner
(Alfred Feinman)
SETH M. GLICKENHAUS* General Partner
(Seth M. Glickenhaus)
STEVEN B. GREEN* General Partner, Chief
(Steven B. Green) Financial Officer
JEFFREY L. LEDERER* General Partner
(Jeffrey L. Lederer)
*By: /s/ BRIAN C. LAUX January 24, 1996
(Brian C. Laux, Attorney-in-Fact)
- --------
* Executed copies of Powers of Attorney filed as Exhibit 6.0 to
Registration Statement No. 33-64155 on November 13, 1995.
II-iii
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of their name in the Prospectus included in
this Registration Statement is contained in their opinion filed as Exhibit 3.1
to this Registration Statement.
CONSENT OF INDEPENDENT AUDITORS
The Sponsor and Trustee of Glickenhaus Value Portfolios, The 1996 Equity
Collection
We hereby consent to the use in this Registration Statement No. 33-64155 of
our report dated January 24, 1996, relating to the Statement of Condition of
Glickenhaus Value Portfolios, The 1996 Equity Collection and to the reference to
our firm under the heading "Auditors" in the Prospectus which is a part of such
Registration Statement.
BDO SEIDMAN, LLP
New York, New York
January 24, 1996
II-iv
<PAGE>
REGISTRATION NO. 33-64155
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
EXHIBITS
FILED WITH
FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
------------------------
GLICKENHAUS VALUE PORTFOLIOS,
THE 1996 EQUITY COLLECTION
<PAGE>
EXHIBIT INDEX
Exhibit Number DESCRIPTION PAGE
*1.1 -- Reference Trust Agreement including certain Amendments
to the Trust Indenture and Agreement referred to under
Exhibit 1.1.1
*1.1.1 -- Trust Indenture and Agreement.
*1.3 -- Form of Selected Dealer Agreement.
1.6 -- Restated Agreement of Limited Partnership of
Glickenhaus & Co. (filed as Exhibit 1.3 to Form S-6
Registration Statement No. 2-95041 of Municipal Insured
National Trust Series 1 on December 21, 1984, and
incorporated herein by reference).
1.6(a) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit
1.3(a) to Form S-6 Registration Statement No. 2-95041
of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by
reference).
1.6(b) -- Certificate of Amendment to Restated Agreement of
Limited Partnership of Glickenhaus & Co. (filed as
Exhibit 1.3(b) to Form S-6 Registration Statement No.
2-95041 of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by
reference).
1.6(c) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit
1.3(c) to Form S-6 Registration Statement No. 2-95041
of Municipal Insured National Trust Series 1 on
December 21, 1984, and incorporated herein by
reference).
1.6(d) -- Agreement of Amendment to Restated Agreement of Limited
Partnership of Glickenhaus & Co. (filed as Exhibit
1.2(d) to Amendment No. 1 to Form S-6 Registration
Statement No. 33-814 of Empire State Municipal Exempt
Trust, Guaranteed Series 23 on April 11, 1986, and
incorporated herein by reference).
*2.1 -- Form of Certificate
*3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered.
4.1 -- Information as to Partners of Glickenhaus & Co. (filed
as Exhibit 4.1 to Amendment No. 1 to Form S-6
Registration Statement No. 33-26577 of Empire State
Municipal Exempt Trust, Guaranteed Series 46 on April
19, 1989, and incorporated herein by reference).
4.3 -- Affiliations of Sponsor with other investment companies
(filed as Exhibit 4.6 to Amendment No. 1 to Form S-6
Registration Statement No. 2-95041 of Municipal Insured
National Trust Series 1 on March 21, 1985, and
incorporated herein by reference).
4.4 -- Stockbrokers' Bond and Policy, Form B for Glickenhaus &
Co. (filed as Exhibit 4.7 to Form S-6 Registration
Statement No. 2-95041 of Municipal Insured National
Trust Series 1 on December 21, 1984, and incorporated
herein by reference).
- --------
* Filed herewith.
<PAGE>
Exhibit Number DESCRIPTION PAGE
6.0 -- Copies of Powers of Attorney of General Partners of
Glickenhaus & Co. (filed as Exhibit 6.0 to Form S-6
Registration Statement Number 33-64155 of Glickenhaus
Value Portfolios, The 1996 Equity Collection on
November 13, 1995, and incorporated herein by
reference).
*27 -- Financial Data Schedule (for EDGAR filing only).
- --------
* Filed herewith.
-2-
GLICKENHAUS VALUE PORTFOLIOS,
THE 1996 EQUITY COLLECTION
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated January 24,
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
<PAGE>
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 January 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 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 17,362.
(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 1/17362nd as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December, commencing on June 15, 1996.
(e) The term Distribution Date shall mean the first business day of
July and January, commencing on July 1, 1996.
(f) The First Settlement Date shall mean January 29, 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.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following
-2-
334811.1
<PAGE>
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 January 24, 1999 or the
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 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]
-3-
334811.1
<PAGE>
GLICKENHAUS & CO.
By /s/Brian C. Laux
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Thomas R. Westle, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Brian C. Laux, 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 24th day of January, 1996.
/s/ Thomas R. Westle
Notary Public
THOMAS R. WESTLE, ESQ.
Notary Public, State of New York
No. 02WE4749942
Qualified in Westchester County
Certificate Filed in Westchester County
Commission Expires June 30, 1997
[SEAL]
313665.1
<PAGE>
THE BANK OF NEW YORK, Trustee
By: /s/Ludim Samabria
Vice President
ATTEST:
By: /s/Jenifer Dicker
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Emmanuel T. Lytle, Jr., a Notary Public in and for the said County
in the State aforesaid, do hereby certify that Lubim Samabria and Jenifer
Dicker 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 23rd day of
January, 1996.
/s/Emmanuel T. Lytle, Jr.
Notary Public
[SEAL]
My commission expires: April 30, 1997
313665.1
<PAGE>
SCHEDULE A
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
PORTFOLIO
AS OF JANUARY 24, 1996
<TABLE>
<CAPTION>
Percentage Market Cost of
Portfolio Number of of Value Securities
No. Shares Name of Issuer (2) Fund (1) Per Share to Trust (3)
--------- --------- ------------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK: 89.99%
Automobiles/Trucks: 10.16% 1 300 Shs. Chrysler Corp. (4) 10.16% 56.500 $16,950
Building Materials: 8.09% 2 500 Shs. USG Corp. 8.09% 27.000 13,500
Equity REITS: 10.84% 3 800 Shs. First Industrial Realty Tr. 10.84% 22.625 18,100
Financial Services: 13.42% 4 800 Shs. Countrywide Credit Ind. Inc. 10.13% 21.125 16,900
5 100 Shs. Merrill Lynch & Co. 3.29% 54.875 5,488
------
22,388
Metals-Diversified: 9.15% 6 300 Shs. Reynolds Metals Co. 9.15% 50.875 15,262
Oil/Gas Equipment 9.74% 7 2,000 Shs. Global Marine, Inc. 9.74% 8.125 16,250
& Service:
Oil/Gas Exploration: 9.17% 8 1,200 Shs. Oryx Energy Co. 9.17% 12.750 15,300
Packaging/Container: 9.44% 9 1,200 Shs. Stone Container Corp. 9.44% 13.125 15,750
Pharmaceuticals: 9.98% 10 900 Shs. ICN Pharmaceuticals Inc. 9.98% 18.500 16,650
ADRS: 10.01%
Telecommunications: 10.01% 11 800 Shs. Koor Industries Ltd. 10.01% 20.875 16,700
------ --------
100.00% $166,850
====== ========
</TABLE>
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334811.1
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
for all series formed on or subsequent to the effective
date specified below
----------
TRUST INDENTURE AND AGREEMENT
Among
GLICKENHAUS & CO.
As Depositor
and
THE BANK OF NEW YORK
As Trustee
----------
Dated: January 24, 1996
316487.2
<PAGE>
TRUST INDENTURE AND AGREEMENT
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
and Subsequent Series
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Article and Section Page
<S> <C>
INTRODUCTION............................................................................... 1
ARTICLE 1 DEFINITIONS; CERTIFICATES......................................... 2
Section 1.1. Definitions....................................................... 2
Section 1.2. Form of Certificate............................................... 5
ARTICLE 2 DEPOSIT OF SECURITIES; DECLARATION OF TRUST;
FORM AND ISSUANCE OF CERTIFICATES.............................. 8
Section 2.1. Deposit of Securities............................................. 8
Section 2.2. Declaration of Trust.............................................. 8
Section 2.3. Issue of Certificates............................................. 8
Section 2.4. Form of Certificates.............................................. 9
Section 2.5. Certain Contracts Satisfactory.................................... 9
Section 2.6. Deposit of Additional Securities.................................. 9
ARTICLE 3 ADMINISTRATION OF TRUST........................................... 11
Section 3.1. Initial Cost...................................................... 11
Section 3.2. Income Account.................................................... 12
Section 3.3. Principal Account................................................. 12
Section 3.4. Reserve Account................................................... 13
Section 3.5. Payments and Distributions........................................ 13
Section 3.6. Distribution Statements........................................... 16
Section 3.7. Substitute Securities............................................. 18
Section 3.8. Sale of Securities; Conversion of
Convertible Securities......................................... 18
Section 3.9. Counsel........................................................... 19
Section 3.10. Notice and Sale by Trustee........................................ 19
Section 3.11. Reorganization and Similar Events................................. 20
Section 3.12. Notice of Actions................................................. 20
Section 3.13. Notice of Change in Principal Account............................. 21
Section 3.14. Extraordinary Distributions....................................... 21
ARTICLE 4 EVALUATION OF SECURITIES.......................................... 21
Section 4.1. Evaluation of Securities.......................................... 21
Section 4.2. Tax Reports....................................................... 22
Section 4.3. Liability of Trustee with respect to
Evaluations.................................................... 22
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<PAGE>
Article and Section Page
ARTICLE 5 TRUST EVALUATION, REDEMPTION, PURCHASE,
TRANSFER, INTERCHANGE OR REPLACEMENT
OF CERTIFICATES................................................ 22
Section 5.1. Trust Evaluation.................................................. 22
Section 5.2. Redemptions by Trustee; Purchases by
Depositors..................................................... 24
Section 5.3. Transfer or Interchange of Certificates........................... 27
Section 5.4. Certificates Mutilated, Destroyed,
Stolen or Lost................................................. 27
ARTICLE 6 TRUSTEE; REMOVAL OF DEPOSITOR..................................... 28
Section 6.1. General Definition of Trustee's
Liabilities, Rights and Duties;
Removal of Depositor........................................... 28
Section 6.2. Books, Records and Reports........................................ 32
Section 6.3. Indenture and List of Securities on File.......................... 33
Section 6.4. Compensation...................................................... 33
Section 6.5. Removal and Resignation of the Trustee;
Successor...................................................... 34
Section 6.6. Qualifications of Trustee......................................... 36
ARTICLE 7 DEPOSITOR......................................................... 36
Section 7.1. Succession........................................................ 36
Section 7.2. Resignation of Depositor.......................................... 36
Section 7.3. Liability of Depositor and Indemnification........................ 37
Section 7.4. Compensation...................................................... 38
ARTICLE 8 RIGHTS OF CERTIFICATEHOLDERS...................................... 38
Section 8.1. Beneficiaries of Trust............................................ 38
Section 8.2. Rights, Terms and Conditions...................................... 38
ARTICLE 9 ADDITIONAL COVENANTS; MISCELLANEOUS
PROVISIONS..................................................... 39
Section 9.1. Amendments........................................................ 39
Section 9.2. Termination....................................................... 40
Section 9.3. Construction...................................................... 43
Section 9.4. Registration of Certificates...................................... 43
Section 9.5. Written Notice.................................................... 43
Section 9.6. Severability...................................................... 43
Section 9.7. Dissolution of Depositor Not to Terminate......................... 44
</TABLE>
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316487.2
<PAGE>
GLICKENHAUS VALUE PORTFOLIOS
THE 1996 EQUITY COLLECTION
AND
SUBSEQUENT SERIES
TRUST INDENTURE AND AGREEMENT
DATED JANUARY 24, 1996
This Trust Indenture and Agreement ("Indenture")
dated January 24, 1996, between Glickenhaus & Co., as Depositor and The Bank of
New York, as Trustee.
WITNESSETH THAT
In consideration of the premises and of the
mutual agreements herein contained, the Depositor and the Trustee
agree as follows:
INTRODUCTION
The Depositor concurrently with the execution
and delivery hereof is establishing Glickenhaus Value Portfolios, The 1996
Equity Collection (and subsequent Series), wherein certain securities consisting
of common stock, American Depository Receipts ("ADRs") and contracts and funds
for the purchase of such securities (collectively, the "Securities") will be
deposited by the Depositor, to be held by the Trustee in trust for the use and
benefit of the registered holders of certificates of ownership (the
"Certificateholders") to be issued as hereinafter provided. The parties hereto
are entering into this Indenture for the purpose of establishing certain of the
terms, covenants and conditions of Glickenhaus Value Portfolios, The 1996 Equity
Collection and of each additional series of such Trust which may be established
from time to time hereafter. For Glickenhaus Value Portfolios, The 1996 Equity
Collection and each subsequent series of the Glickenhaus Value Portfolios
(sometimes referred to herein as the "Trust") (as to which this Indenture is to
be applicable) the parties hereto shall execute a separate Reference Trust
Agreement incorporating by reference this Indenture and effecting any amendment,
supplement or variation from or to such incorporation by reference with respect
to the related series and specifying for that series (i) the Securities
deposited in trust and the number of Units delivered by the Trustee in exchange
for the Securities pursuant to Section 2.3; (ii) the initial fractional
undivided interest represented by each Unit; (iii) the first and subsequent
Record Dates; (iv) the first and subsequent Distribution Dates; (v) the First
Settlement Date; (vi) the liquidation amount for purposes of Section 6.1(g);
(vii) the Trustee's fee; (viii) the Depositor's fee; (ix) the
316487.2
<PAGE>
Liquidation Date; and (x) any other change or addition contemplated or permitted
by this Indenture.
ARTICLE 1
DEFINITIONS; CERTIFICATES
Section 1.1. Definitions: Whenever used in
this Indenture the following words and phrases, unless the context clearly
indicates otherwise, shall have the following meanings:
(1) "Addendum to the Reference Trust Agreement"
shall mean the addendum which evidences the Additional Securities deposited into
the Trust and the number of Additional Units created.
(2) "Additional Securities" shall mean such
Securities as are listed in Supplementary Schedules to Addendums to the
Reference Trust Agreement and which have been deposited to effect an increase
over the number of Units initially specified in the Reference Trust Agreement.
(3) "Additional Units" shall mean such Units as
are issued in respect of Additional Securities.
(4) "Business Day" shall mean any day other
than a Saturday, Sunday, or other day on which the New York Stock Exchange is
closed for trading, a legal holiday in the City of New York, or a day on which
banking institutions are authorized by law to close.
(5) "Certificate" shall mean any one of the
certificates substantially in the form hereinafter recited executed by the
Trustee and on behalf of the Depositor evidencing ownership of an undivided
fractional interest in the Trust.
(6) "Certificateholder" shall mean the
registered holder of any Certificate as recorded on the books of the Trustee,
his legal representatives and heirs and the successors of any corporation,
partnership or legal entity which is a registered holder of any Certificate, and
as such shall be deemed a beneficiary of the Trust created by the Indenture to
the extent of his pro rata share thereof.
(7) "Contract Securities" shall mean Securities
which are to be acquired by the Trust pursuant to contracts, including (i)
Securities listed in Schedule A to the Reference Trust Agreement and (ii)
Securities which the Depositor has contracted to purchase for the Trust pursuant
to Sections 2.6 and 3.7.
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<PAGE>
(8) "Depositor" shall mean Glickenhaus & Co. or
its successor or any successor Depositor appointed as herein
provided.
(9) "Distribution Date" shall have the meaning
assigned to it in Part II of the Reference Trust Agreement.
(10) "Failed Security" shall have the meaning
assigned to it in Section 3.7 hereof.
(11) "First Settlement Date" shall mean the
date specified in Part II of the Reference Trust Agreement.
(12) "Indenture" shall mean this Trust
Indenture and Agreement as originally executed or, if amended as herein
provided, as so amended.
(13) "Liquidation Date" shall have the meaning
assigned to it in Part II of the Reference Trust Agreement.
(14) "Original Issue" shall mean an issue of
Securities deposited pursuant to Section 2.1 or any Substitute Securities
purchased to replace any Original Issue which have become Failed Securities.
(15) "Original Proportionate Relationship"
shall mean the proportionate relationship among the number of shares of each
Security established on the deposit made pursuant to Section 2.1. The Original
Proportionate Relationship shall be adjusted, if appropriate, to reflect (1) the
deposit of Substitute Securities and (2) the occurrence of any stock dividend,
stock splits, redemptions, or similar events.
(16) "Record Date" shall have the meaning
assigned to it in Part II of the Reference Trust Agreement.
(17) "Reference Trust Agreement" shall mean the
indenture for the particular series of Glickenhaus Value Portfolios into which
the terms of this Indenture are incorporated.
(18) "Securities" shall mean such common stock,
ADRs and contracts and funds for the purchase of such securities as are (i)
deposited in irrevocable trust and listed in the Schedule and Supplemental
Schedules to Addendums to the Reference Trust Agreement and (ii) received in
exchange or substitution for any Securities pursuant to Section 3.7 hereof, as
may from time to time be acquired and continue to be held as a part of the Trust
to which such Reference Trust Agreement relates.
(19) "Substitute Security" shall mean a
Security purchased by the Trustee pursuant to Section 3.7 hereof.
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<PAGE>
(20) "Trust" shall mean the Trust created by
this Indenture, which shall consist of the Securities held pursuant and subject
to this Indenture together with all dividends thereon, received but
undistributed, any undistributed cash realized from the sale, redemption,
liquidation thereof, such amounts as may be on deposit in the Reserve Accounts
hereinafter established and all other property and rights to which
Certificateholders may be entitled under the provisions of this Indenture.
(21) "Trustee" shall mean The Bank of New York,
or its successors or any successor Trustee appointed as herein
provided.
(22) "Unit" shall mean the fractional undivided
interest in and ownership of the Trust initially specified in Part II of the
Reference Trust Agreement, the denominator of which shall be decreased by the
number of any such Units redeemed as provided in Section 5.2.
(23) The words "herein," "hereby," "herewith,"
"hereof," "hereinafter," "hereunder," "hereinabove," "hereafter," "heretofore"
and similar words or phrases of reference and association shall refer to this
Indenture in its entirety.
(24) Words importing singular number shall
include the plural number in each case and vice versa, and words importing
person shall include corporations and associations, as well as natural persons.
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316487.2
<PAGE>
Section 1.2. Form of Certificate: The form of
Certificate evidencing ownership or fractional undivided interests in each Trust
shall be substantially as follows:
No. 1
CERTIFICATE OF OWNERSHIP
--evidencing--
A Fractional Undivided Interest
--in--
GLICKENHAUS VALUE PORTFOLIOS
THE _____ EQUITY COLLECTION
- ---------------------
UNITS
- ---------------------
CUSIP
This is to certify that ______________________________ is the owner and
registered holder of this Certificate evidencing the ownership of _______
unit(s) of fractional undivided interest in Glickenhaus Value Portfolios of the
above Series (hereinafter called the "Trust") created under the laws of the
State of New York by a Trust Indenture and Agreement as incorporated by a
Reference Trust Agreement applicable to the above Series (hereinafter
collectively called the "Indenture") between GLICKENHAUS & CO. (hereinafter
called the "Depositor") and THE BANK OF NEW YORK (hereinafter called the
"Trustee"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Indenture to which the holder of this
Certificate by virtue of the acceptance hereof assents and is bound, a copy of
which is on file and available for inspection at the unit investment office of
the Trustee. The Depositors hereby grant and convey all of their right, title
and interest in and to the Trust to the extent of the fractional undivided
interest represented hereby to the registered holder of this Certificate subject
to and in pursuance of the Indenture. This Certificate is transferable and
interchangeable by the registered holder in person or by his duly authorized
attorney at the unit investment trust office of the Trustee upon surrender of
this Certificate properly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and payment of the fees and
expenses applicable hereto set forth herein.
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<PAGE>
This Certificate shall not become valid or
binding for any purpose until properly executed by the Trustee
under the Indenture.
IN WITNESS WHEREOF, Glickenhaus & Co. has caused
this Certificate to be executed in facsimile by a duly authorized officer and
The Bank of New York, as Trustee, has caused this Certificate to be executed in
its corporate name by an authorized officer.
Date: GLICKENHAUS & CO.
THE BANK OF NEW YORK, Trustee
By:
Authorized Officer
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316487.2
<PAGE>
ASSIGNMENT
For Value Received ____________ hereby sells,
assigns and transfers unto _________________ the within Certificate and does
hereby irrevocably constitute and appoint ______________ attorney, to transfer
the within Certificate on the books of the Trustee, with full power of
substitution in the premises.
Dated: ________________
Note: The signature(s) to this assignment must
correspond with the name(s) as written above
upon the face of this Certificate in every
particular, without alteration or enlargement or
any change whatever.
Signature Guaranteed
[end of certificate]
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316487.2
<PAGE>
ARTICLE 2
DEPOSIT OF SECURITIES; DECLARATION OF TRUST;
FORM AND ISSUANCE OF CERTIFICATES
Section 2.1. Deposit of Securities: The
Depositor, concurrently with the execution and delivery of a Reference Trust
Agreement, has deposited with the Trustee in trust the Securities listed in
Schedule A to the Reference Trust Agreement in bearer form or registered in the
name of the Trustee, or its nominee, or duly endorsed in blank or accompanied by
all necessary instruments of assignment and transfer in proper form to be held,
managed and applied by the Trustee as herein provided. In the event that the
purchase of Securities represented by "when-issued" and/or "regular way"
contracts shall not be consummated in accordance with said contracts, the
Trustee shall credit to the Principal Account pursuant to Section 3.3 hereof the
cash or cash equivalents (including such portion of any letter of credit
applicable to such contracts) deposited by the Depositor, for the purpose of
such purchase. Such monies, unless invested in substitute Securities in
accordance with Section 3.7 hereof, shall be distributed to Certificateholders
pursuant to Section 3.5 hereof on the Distribution Date following the failure of
consummation of such purchase. The Depositor shall deliver the Securities listed
on said Schedule or Schedules to the Trustee which were not actually delivered
concurrently with the execution and delivery of the Reference Trust Agreement
within 90 days after said execution and delivery or, if Section 3.7 applies,
within such shorter period as is specified in Section 3.7.
The Trustee is irrevocably authorized hereto to
effect registration of transfer of the Securities in fully registered form in
the name of the Trustee or its nominee.
Section 2.2. Declaration of Trust: The Trustee
declares that it holds and will hold the Trust as Trustee in trust upon the
terms herein set forth for the use and benefit of all present and future
Certificateholders.
Section 2.3. Issue of Certificates: The
Trustee hereby acknowledges receipt of the deposit referred to in Section 2.1,
and simultaneously with the receipt of said deposit, has executed Certificates
substantially in the form above recited representing the ownership by the
Depositor of the number of Units specified in Part II of the Reference Trust
Agreement, or, pursuant to the Depositor's direction, in lieu of executing such
Certificate, has registered on the registration books of the Trust the ownership
by The Depository Trust Company of all of such Units and will cause such Units
to be credited at The Depository Trust Company to the account of the Depositor
or, pursuant to the Depositor's direction and as hereafter provided,
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<PAGE>
the account of the issuer of the letter of credit referred to in Section 2.1.
The Depositor shall not sell, pledge, hypothecate or otherwise transfer such
Units, prior to the effectiveness of the registration statement covering the
Units filed with the Securities and Exchange Commission under the Securities Act
of 1933, except that the Depositor may place the Units as security for any
letter of credit provided in connection with the deposit of contracts described
in Section 2.1.
The number of Units may be increased through a
split of the Units or decreased through a reverse split thereof, as directed by
the Depositor, on any day on which the Depositor is the only Certificateholder,
which revised number of Units shall be recorded by the Trustee on its books.
Section 2.4. Form of Certificates: Each
Certificate referred to in Section 2.3 is, and each Certificate hereafter issued
shall be, in substantially the form hereinabove recited, numbered serially for
identification, in fully registered form, transferable only on the books of the
Trustee as herein provided, executed manually by an authorized officer of the
Trustee and in facsimile by an attorney-in-fact of the Depositor.
Section 2.5. Certain Contracts Satisfactory:
The Depositor approves as satisfactory in form and substance the contracts to be
assumed by the Trustee with regard to any Securities listed in Schedule A to the
Reference Trust Agreement and authorizes the Trustee on behalf of the Trust to
assume such contracts and otherwise to carry out the terms and provisions
thereof or to take other appropriate action in order to complete the deposit of
the Securities covered thereby into the Trust.
Section 2.6. Deposit of Additional Securities.
(a) From time to time and in the discretion of the Depositor, but in no event
more than 90 days after the date of execution and delivery of the applicable
Reference Trust Agreement, the Depositor may make deposits of (i) Additional
Securities duly endorsed in blank or accompanied by all necessary instruments of
assignment and transfer in proper form (or contracts to purchase Additional
Securities and cash or an irrevocable letter of credit in an amount necessary to
consummate the purchase of any Additional Securities pursuant to such contracts
("Additional Contract Securities")) or (ii) cash (or a bank letter of credit in
lieu of cash) (collectively, "Purchase Monies") with instructions to purchase
Additional Securities, such Purchase Monies being in an amount equal to the
value of the Additional Securities to be purchased pursuant to such instructions
as determined by the last preceding evaluation made pursuant to Section 4.1 and
(iii) Cash (as defined below). Each deposit made during the 90 days following
the deposit made pursuant to Section 2.1 hereof shall replicate, to the extent
practicable, as
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<PAGE>
specified in the following paragraph (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 (whenever made) shall exactly replicate
Cash. For purposes of this paragraph, "Cash" means, as to the 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 date of the
supplemental deposit (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 date of the supplemental deposit or receivable by the Trust in respect of
dividends or other distributions declared but not received as of the date of the
supplemental deposit, 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
Record Date occurring prior to the supplemental deposit. 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 receipt of the deposit, and simultaneously with the receipt of said
deposit, reflect the aggregate number of Additional Units specified in such
Addendum by recording such Units on its books. Such Additional Securities shall
be held, administered and applied by the Trustee in the same manner as herein
provided for the Securities. The execution by the Depositor in connection with
the deposit of Additional Securities of an Addendum to the Reference Trust
Agreement shall constitute the approval by the Depositor as satisfactory in form
and substance of the contracts to be entered into or assumed on such Addendum
and authorization to the Trustee on behalf of the Trust to enter into or assume
such contracts and otherwise to carry out the terms and provisions thereof or to
take other appropriate action in order to complete the deposit of the Additional
Securities covered thereby into the Trust.
(b) Additional Securities deposited during the
90 days following the deposit made pursuant to Section 2.1 hereof pursuant to
this paragraph shall maintain as closely as practicable the Original
Proportionate Relationship, except as provided in this Section. Additional
Securities may be deposited or purchased in round lots; if the amount of the
deposit is
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<PAGE>
insufficient to acquire round lots of each Security to be acquired, the
Additional Securities shall be deposited or purchased in the order of the
Security in the Trust most under represented immediately before the deposit with
respect to the Original Proportionate Relationship. Instructions to purchase
Additional Securities under this Section, shall be in writing and shall direct
the Trustee to purchase, or enter into contracts to purchase, Additional
Securities; such instructions shall also specify the name, CUSIP number, if any,
and aggregate amount of each such Additional Security. If, at the time of a
subsequent deposit under this Section, Securities of an Original Issue are
unavailable, cannot be purchased at reasonable prices or their purchase is
prohibited or restricted by applicable law, regulation or policies, in lieu of
the portion of the deposit that would otherwise be represented by those
Securities, the Depositor may (A) deposit (or instruct the Trustee to purchase)
Securities of another Original Issue or replacement securities, or (B) deposit
cash or a letter of credit with instructions to acquire the Securities of such
original issue when they become available.
The Trustee shall have no responsibility for the
selection of Securities deposited hereunder or for maintaining
the composition of the Trust portfolio.
ARTICLE 3
ADMINISTRATION OF TRUST
Section 3.1. Initial Cost: The cost of the
initial preparation, printing and execution of the Certificates and this
Indenture, the Registration Statement and other documents relating to the Trust,
Federal and State registration fees and costs, the initial fees and expenses of
the Trustee and evaluator, legal and auditing expenses and other out-of-pocket
expenses (excluding expenses incurred in the preparation and printing of
preliminary prospectuses and prospectuses, expenses incurred in the preparation
and printing of brochures and other advertising materials and any other selling
expenses), to the extent not borne by the Depositor, shall be paid by the Trust;
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. To the extent the funds in the
Income and Principal Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 3.1, the Trustee shall
advance out of its own funds and cause to be deposited and credited to the
Income Account such amount as may be required to permit payment of such
expenses. The Trustee shall be reimbursed for such advance on each Record Date
from funds on hand in the Income Account or, to the extent funds are not
available in such
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<PAGE>
Account, from the Principal Account, in the amount deemed to have accrued as of
such Record Date as provided in the following sentence (less prior payments on
account of such advances, if any), and the provisions of Section 6.4 with
respect to the reimbursement of disbursements for Trust expenses, including,
without limitation, the lien in favor of the Trustee therefor, shall apply to
the payment of expenses made pursuant to this Section. For purposes of the
preceding sentence and the addition provided in clause (a)(4) of Section 5.1,
the expenses borne by the Trust pursuant to this Section shall be deemed to
accrue at a daily rate over the time period specified for their amortization by
the Depositor pursuant to Section 5.1; provided, however, that nothing herein
shall be deemed to prevent, and the Trustee shall be entitled to, full
reimbursement for any advances made pursuant to this Section no later than the
termination of the Trust. For purposes of this Section 3.1, the Trustee shall
rely on the written estimates of such expenses provided by the Depositor
pursuant to Section 5.1.
Section 3.2. Income Account: The Trustee shall
collect the dividends or other like cash distributions on the Securities in the
Trust as such are paid, and credit such amounts, as collected, to a separate
non-interest bearing account to be known as the "Income Account."
Section 3.3. Principal Account: (a) The
Securities and all cash, other than amounts credited to the Income Account,
received by the Trustee in respect of the Securities shall be credited to a
separate non-interest bearing account to be known as the "Principal Account".
(b) Moneys and/or irrevocable letters of credit
required to purchase Contract Securities or deposited to secure such purchases
are hereby declared to be held specially by the Trustee for such purchases and
shall not be deemed to be part of the Principal Account until (i) the Depositor
fails to timely purchase Contract Securities and has not given the Failed
Contract Notice (as defined in Section 3.7) at which time the moneys and/or
letters of credit attributable to the Contract Securities not purchased by the
Depositor shall be credited to the Principal Account; or (ii) the Depositor has
given the Trustee the Failed Contract Notice at which time the moneys and/or
letters of credit attributable to failed contracts referred to in such Notice
shall be credited to the Principal Account; provided, however, that if the
Depositor also notifies the Trustee in the Failed Contract Notice that it has
purchased or entered into a contract to purchase Securities (as defined in
Section 3.14), the Trustee shall not credit such moneys and/or letters of credit
to the Principal Account unless the Substitute Securities shall also have failed
or are not delivered by the Depositor within two business days after the
settlement date of such Substitute Securities, in which event the Trustee shall
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<PAGE>
forthwith credit such moneys and/or letters of credit to the Principal Account.
To the extent of moneys, and/or moneys drawn under a letter of credit, deposited
by the Depositor and then held by the Trustee, the Trustee shall credit to the
Principal Account, and to the extent such moneys are insufficient the Depositor
shall deposit in the Principal Account, the difference, if any, between the
purchase price of the failed Contract Securities and the purchase price of the
Substitute Securities, together with any sales charge and accrued dividends
applicable to such difference and distribute such moneys to Certificateholders
pursuant to Section 3.5.
Section 3.4. Reserve Account: From time to
time the Trustee shall withdraw from the cash on deposit in the Income Account
or the Principal Account such amounts as it, in its sole discretion, shall deem
requisite to establish a reserve for any applicable taxes or other governmental
charges that may be payable out of or by the Trust. Such amounts so withdrawn
shall be credited to a separate account which shall be known as the "Reserve
Account". The Trustee shall not be required to distribute to the
Certificateholders any of the amounts in the Reserve Account; provided, however,
that if it shall, in its sole discretion, determine that such amounts are no
longer necessary for payment of any applicable taxes or other governmental
charges, then it shall promptly deposit such amounts in the appropriate account
from which withdrawn or, if the Trust has been terminated or is in the process
of termination, the Trustee shall distribute to each Certificateholder such
holder's interest in the Reserve Account in accordance with Section 9.2.
Section 3.5. Payments and Distributions:
Distributions to each Certificateholder from the Income Account are computed as
of the close of business on each Record Date for the following Distribution
Date. Distributions from the Principal Account of the Trust (other than amounts
representing failed contracts, as discussed in Section 3.3.(b) above) will be
computed as of each Record Date, and will be made to the Certificateholders of
the Trust on or shortly after the next Distribution Date. Proceeds representing
principal received from the disposition of any of the Securities between a
Record Date and a Distribution Date which are not used for redemptions of Units
will be held in the Principal Account and not distributed until the second
succeeding Distribution. No distributions will be made to Certificate holders
electing to participate in the Total Reinvestment Plan. Persons who purchase
Units between a Record Date and a Distribution Date will receive their first
distribution on the second Distribution Date after such purchase.
As of the fifteenth day of each month the
Trustee shall:
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(a) deduct from the Income Account of the Trust,
and, to the extent funds are not sufficient therein, from the Principal Account
of the Trust, amounts necessary to pay any unpaid expenses of the Trust,
including registration charges, Blue Sky fees, printing costs, attorneys' fees,
auditing costs and other miscellaneous out-of-pocket expenses, as certified by
the Depositor, incurred in keeping the registration of the Certificates and the
Trust on a current basis pursuant to Section 9.4, provided, however, that no
portion of such amount shall be deducted or paid unless the payment thereof from
the Trust is at that time lawful;
(b) deduct from the Income Account or, to the
extent funds are not available in such Account, from the Principal Account, and
pay to itself individually the amounts that it is at the time entitled to
receive pursuant to Section 6.4 or pursuant to this Section 3.5;
(c) deduct from the Income Account, or, to the
extent funds are not available in such Account, from the Principal Account, and
pay an amount equal to the unpaid fees and expenses, if any, of counsel pursuant
to Section 3.9 as certified to it by the Depositors; and
(d) deduct from the Income Account, or, to the
extent funds are not available in such Account, from the Principal Account the
estimated amount that the Depositor is then entitled to receive pursuant to
Section 7.4 and hold such amount without interest until such time as it is
payable to the Depositor as set forth below.
On or before the first Distribution Date after
the conclusion of each calendar year, the Trustee shall, upon certification in
satisfactory form to the Trustee, upon which the Trustee may rely, distribute to
the Depositor from the amount so held pursuant to the immediately preceding
paragraph the amounts that the Depositor is at the time entitled to receive
pursuant to Section 7.4 on account of services theretofore performed and
expenses theretofore incurred.
The Trustee also may withdraw from said accounts
such amounts, if any, as it deems necessary to establish a reserve for any
applicable taxes or other governmental charges that may be payable out of the
Trust. Amounts so withdrawn shall not be considered a part of such Trust's
assets until such time as the Trustee shall return all or any part of such
amounts to the appropriate accounts. In addition, the Trustee may withdraw from
the Income and Principal Accounts such amounts as may be necessary to cover
redemptions of Units by the Trustee.
The Principal Account shall be reimbursed for
any amount withdrawn from the Principal Account under this
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Indenture in order to satisfy obligations which, pursuant to the terms hereof,
are first to be paid out of the Income Account to the extent funds are available
therein, when sufficient funds are not available in the Income Account after
giving effect to the payment from the Income Account of all amounts otherwise
required to be deducted therefor at that time when sufficient funds are next
available in the Income Account after giving effect to the payment from the
Income Account of all amounts otherwise required to be deducted therefrom at
that time.
On each Distribution Date or within a reasonable
period of time thereafter, the Trustee shall distribute by mail to each
Certificateholder of record at the close of business on the preceding Record
Date, at the post office address appearing on the registration books of the
Trustee, such holder's pro rata share of the balance in the Income Account
calculated as set forth in the next paragraph, plus such holder's pro rata share
of the distributable cash balance of the Principal Account, as of the preceding
Record Date; provided, however, that funds credited to the Principal Account in
the event of the failure of consummation of a contract to purchase Securities
pursuant to Section 2.1 hereof, funds representing the proceeds of the sale of
Securities pursuant to Section 3.8 hereof, and funds representing the proceeds
of the sale of Securities under Section 5.2, 6.4 or this Section 3.5 in excess
of the aggregate of (i) the amounts needed for the purposes of said Sections and
(ii) such amount as the Depositor has informed the Trustee is to be used to
purchase securities pursuant to Section 3.7 hereof, shall not be distributed
until the following Distribution Date or at such earlier date as shall be
determined by the Trustee. The Trustee shall not be required to make a
distribution from the Principal Account unless the cash balance on deposit
therein available for distribution shall be sufficient to distribute at least
$1.00 per Unit in the case of Units initially offered at approximately $1,000,
or a proportionately lower amount in the case of Units initially offered at less
than $1,000 (e.g., .01 per Unit in the case of Units initially offered at
approximately $10.00).
The Trustee shall compute the amount of the
Distribution from the Income Account (i) by subtracting from the cash balance of
the Income Account computed as of the close of business on such Record Date (a)
any unpaid fees and expenses then deductible pursuant to the foregoing
provisions of Section 3.5 and (b) the Trustee's estimate of other expenses
chargeable to the Income Account pursuant to the Indenture which have accrued as
of such Record Date, or are otherwise properly attributable to the period to
which such Income Distribution relates and (ii) by dividing the result of such
calculation by the number of Units outstanding on the applicable Record Date.
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The amounts to be so distributed to each
Certificateholder of the Trust of record as of each Record Date shall be that
pro rata share of the cash balance as of such Record Date of the Income and
Principal Accounts of the Trust, computed as set forth above, as shall be
represented by a notation on the registration or other record books of the
Trustee.
In the computation of each such share, fractions
of less than one cent shall be omitted. After any such distribution provided for
above, any cash balance remaining in the Income Account or the Principal Account
shall be held in the same manner as other amounts subsequently deposited in each
of such Accounts, respectively.
For the purpose of distribution as herein
provided, the holders of record on the registration books of the Trustee at the
close of business on each Record Date shall be conclusively entitled to such
distribution, and no liability shall attach to the Trustee by reason of payment
to any such registered Certificateholder of record. Nothing herein shall be
construed to prevent the payment of amounts from the Income Account and the
Principal Account to individual Certificateholders by means of one check, draft
or other proper instrument, provided that the appropriate statement of such
distribution shall be furnished therein as provided in Section 3.6 hereof.
Section 3.6. Distribution Statements: With
each distribution from the Income or Principal Accounts the Trustee shall set
forth, either in the instrument by means of which payment of such distribution
is made or in any accompanying statement the amount being distributed from each
such account expressed as a dollar amount per Unit.
Within a reasonable period of time after the
last business day of each calendar year, the Trustee shall furnish to each
person who at any time during such calendar year was a Certificateholder a
statement setting forth, with respect to such calendar year:
(A) as to the Income Account:
(1) the amount of dividends received on the
Securities,
(2) the amounts paid from the Income Account
for redemptions pursuant to Section 5.2,
(3) the deductions for applicable taxes and
fees and expenses of the Trustee, the Evaluator and counsel
pursuant to Section 3.9, the annual audit fees referred to in
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Section 6.2, and the annual fees of the Depositor for portfolio
supervisory services pursuant to Section 7.4,
(4) the amount distributed from the Income
Account, identifying separately amounts distributed as
dividends and as other income,
(5) any other amount credited to or deducted
from the Income Account, and
(6) the balance remaining after such
distributions and deductions, expressed both as a total dollar amount and as
a dollar amount per Unit outstanding on the last business day of such
calendar year;
(B) as to the Principal Account:
(1) The number of shares of each issue of
Securities sold or liquidated, and the aggregate net proceeds received with
respect to each issue, excluding any portion thereof credited to the Income
Account,
(2) the amounts paid from the Principal
Account for redemption pursuant to Section 5.2,
(3) the deductions for payment of applicable
taxes and fees and expenses of the Trustee, the Evaluator and counsel
pursuant to Section 3.9, the annual audit fees referred to in Section 6.2,
and the annual fee of the Depositor for portfolio supervisory services
pursuant to Section 7.4, and
(4) the balance remaining after such
distributions and deductions, expressed both as a total dollar amount and as
a dollar amount per Unit outstanding on the last business day of such
calendar year; and
(C) the following information:
(1) a list of Securities held in the Trust as
of the last business day of such calendar year,
(2) the number of Units outstanding on the
last business day of such calendar year,
(3) the Net Asset Value per Unit based on the
last Trust Evaluation made during such calendar year, and
(4) the amounts actually distributed to
Certificateholders during such calendar year from the Interest and Principal
Accounts, separately stated, expressed both as total dollar amounts and as
dollar amounts per Unit outstanding on the Record Dates for such
distributions.
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Section 3.7. Substitute Securities: In the
event that any Contract Security is not delivered due to any occurrence, act or
event beyond the control of the Depositor and of the Trustee (such a Contract
Security being herein called a "Failed Security"), the Depositor may instruct
the Trustee to purchase Substitute Securities which have been selected by the
Depositor having a cost not in excess of the cost of the Failed Securities. To
be eligible for inclusion in the Trust, the Substitute Securities which the
Depositor selects must: (a) be of the same type as that replaced (e.g., both
will be common stock or ADRs); (b) in the Depositor's judgment, be substantially
similar to the Failed Security, as the case may be, as respects the investment
characteristics which led the Depositor to select the Failed Security for
inclusion in the Trust; and (c) be purchased prior to, simultaneously with, or
no more than twenty days after delivery of written notice to the Trustee of the
failed contract (the "Failed Contract Notice").
Any Substitute Securities received by the
Trustee shall be deposited hereunder and shall be subject to the terms and
conditions of this Indenture to the same extent as other Securities deposited
hereunder. No such deposit of Substitute Securities shall be made after the
earlier of (i) 90 days after the date of execution and delivery of the
applicable Reference Trust Agreement or (ii) the first Distribution Date to
occur after the date of execution and delivery of the applicable Reference Trust
Agreement.
Whenever a Substitute Security is acquired by
the Depositor pursuant to the provisions of this Section 3.7, the Trustee shall,
within five days thereafter, mail to all Certifi-cateholders notices of such
acquisition, including an identification of the Failed Security or the Section
3.8 Security, as the case may be, and the Substitute Security acquired. The
purchase price of a Substitute Security shall be paid out of the funds in the
principal account attributable to the Failed Security which it replaces. The
Trustee shall not be liable or responsible in any way for depreciation or loss
incurred by reason of any purchase made pursuant to any such instructions from
the Depositor and in the absence of such instructions the Trustee shall have no
duty to purchase any Substitute Securities under this Indenture. The Depositor
shall not be liable for any failure to instruct the Trustee to purchase any
Substitute Security or for errors of judgment in selecting any Substitute
Security.
Section 3.8. Sale of Securities; Conversion of
Convertible Securities: In order to maintain the sound
investment character of the Trust, the Depositor may direct the
Trustee to sell or liquidate Securities at such price and time
and in such manner as shall be determined by the Depositor,
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provided that the Depositor has determined that any one or more
of the following conditions exist:
(i) default in payment of amounts due on any of
the Securities;
(ii) institution of certain legal proceedings;
(iii) default under certain documents
materially and adversely affecting future declaration or payment
of amounts due or expected;
(iv) determination of the Depositor that the
tax treatment of the Trust as a grantor trust would otherwise be
jeopardized; or
(v) decline in price that is a direct result of
serious adverse credit factors affecting the issuer of a Security which, in the
opinion of the Depositor, would make the retention of the security detrimental
to the Trust or the Certificateholders.
Upon receipt of such direction from the
Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell
the specified Security in accordance with such direction. The Trustee shall not
be liable or responsible in any way for depreciation or loss incurred by reason
of any sale made pursuant to any such direction or by reason of the failure of
the Depositor to give any such direction, and in the absence of such direction
the Trustee shall have no duty to sell any Securities under this Section 3.8.
Section 3.9. Counsel: The Depositor may employ
from time to time as it may deem necessary a firm of attorneys for any legal
services that may be required in connection with the disposition of Securities
pursuant to Section 3.7. The fees and expenses of such counsel shall be paid by
the Trustee from the Income and Principal Accounts as provided for in Section
3.5(d) hereof.
Section 3.10. Notice and Sale by Trustee: If
at any time there has been a failure by the issuer to pay a dividend that is due
and payable, the Trustee shall notify the Depositor thereof. If within thirty
days after such notification the Trustee has not received any instruction from
the Depositor to sell or to hold or to take any other action in connection with
such Securities, the Trustee shall sell such Securities forthwith, and the
Trustee shall not be liable or responsible in any way for depreciation or loss
incurred by reason of such sale or by reason of any action or inaction in
accordance with such written instructions of the Depositor. The Trustee shall
promptly notify the Depositor of such action in writing and shall
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set forth therein the Securities sold and the proceeds received
therefrom.
Section 3.11. Reorganization and Similar
Events: In the event that an offer by the issuer of any of the Securities or any
other party shall be made to issue new Securities, the Trustee shall reject such
offer. However, should any exchange or substitution be effected notwithstanding
such rejection or without an initial offer, any Securities, cash and/or property
received in exchange shall be deposited hereunder and shall be promptly sold, if
securities or property, by the Trustee pursuant to the Depositor's direction,
unless the Depositor advises the Trustee to retain such securities or property.
The cash received in such exchange and cash proceeds of any such sales shall be
distributed to Certificateholders on the next Distribution Date in the manner
set forth in Section 3.5 regarding distributions from the Principal Account.
This section shall apply, but its application shall not be limited, to public
tender offers, mergers, acquisitions, reorganizations and recapitalization.
Whenever new securities or property is received and retained by a Trust pursuant
to this Section 3.11, the Trustee shall, within five days thereafter, mail to
all Certificateholders of such Trust notices of such acquisition unless legal
counsel for such Trust determines that such notice is not required by the
Investment Company Act of 1940, as amended. Neither the Depositor nor the
Trustee shall be liable to any person for action or failure to take action
pursuant to the terms of this Section 3.11.
Section 3.12. Notice of Actions: In the event
that the Trustee shall have been notified at any time of any action to be taken
or proposed to be taken by holders of any Securities held by the Trust
(including, but not limited to, the making of any demand, direction, request,
giving of any notice, consent or waiver or the voting with respect to election
of directors or any amendment or supplement to any corporate resolution,
agreement or other instrument under or pursuant to which such Securities have
been issued) the Trustee shall promptly notify the Depositor and shall thereupon
take such action or refrain from taking any action as the Depositor shall in
writing direct; provided, however, that the Trust shall vote the Securities as
closely as possible, in the manner and the same general proportion, as the
shares of such Security held by owners other than the Trust are voted; and
provided, further however, that if the Depositor shall not within five business
days of the giving of such notice to the Depositor direct the Trustee to take or
refrain from taking any action, the Trustee shall take such action as it, in its
sole discretion, shall deem advisable. Neither the Depositor nor the Trustee
shall be liable to any person for any action or failure to take action with
respect to this section.
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Section 3.13. Notice of Change in Principal
Account: The Trustee shall give prompt written notice to the Depositor of all
amounts credited to or withdrawn from the Principal Account pursuant to any
provisions of this Article III, and the balance of such account after giving
effect to such credit or withdrawal.
Section 3.14. Extraordinary Distributions: 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 or
of a Substitute Security, which shall be retained by the Trust, shall be dealt
with in the manner described in Section 3.11 and shall be retained or disposed
by the Trustee according to those provisions, provided, however, that no
property shall be retained which the Trustee determines shall adversely affect
its duties hereunder. The proceeds of any disposition shall be credited to the
Income or Principal Account of the Trust, as the Depositor may direct.
The Trust is intended to be treated as a fixed
investment (i.e., grantor) trust for income tax purposes, and its
powers shall be limited in accordance with the restrictions
imposed on such trusts by Treas. Reg. Section 301.7701-4.
ARTICLE 4
EVALUATION OF SECURITIES
Section 4.1. Evaluation of Securities: The
Trustee shall determine separately and promptly furnish to the Depositor upon
request the value of each issue of the Securities in the Trust (determined as
set forth below) as of the Evaluation Time on each of the days on which the
Trustee shall make the Trust Evaluation required by Section 5.1. The value of
each issue of Securities shall be determined in good faith by the Trustee in
accordance with the following procedures: If the Securities are listed on one or
more national securities exchanges, such valuation shall be based on the closing
purchase price on such exchange which is the principal market thereof, deemed to
be the New York Stock Exchange if the Securities are listed thereon, (unless the
Trustee deems such price inappropriate as a basis for valuation). If the
Securities are not so listed, or, if so listed and the principal market therefor
is other than such exchange or there is no closing purchase price on such
exchange, such valuation shall be based on the closing purchase price in the
over-the-counter market (unless the Trustee deems such price inappropriate as a
basis for valuation) or if there is no such closing purchase price, then the
Trustee may utilize, at the Trust's expense, an independent evaluation service
or services to ascertain the values of the Securities. The independent
evaluation service shall use any of the following
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methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices of such Securities as obtained from investment dealers or
brokers (including the Depositor) who customarily deal in securities comparable
to those held by the Trust, or (b) if bid prices are not available for any of
such Securities, on the basis of bid prices for comparable securities, or (c) by
appraisal of the value of the Securities on the bid side of the market or by
such other appraisal as is deemed appropriate, or (d) by any combination of the
above. The Trustee shall be permitted to rely on these evaluations when
determining the Unit Price. The Trustee shall have no responsibility or
liability for the valuations supplied to it by the independent evaluation
service. The Trustee shall also make an evaluation of the Securities deposited
in the Trust as of the time said Securities are deposited under this Indenture
pursuant to Section 2.1. Such evaluation shall be made on the same basis as set
forth above and shall be included in the Schedules attached to the Reference
Trust Agreement.
Section 4.2. Tax Reports: For the purpose of
permitting Certificateholders to satisfy any reporting requirements of
applicable Federal or State tax law, the Trustee shall transmit to any
Certificateholder upon written request any determinations made by the Trustee
pursuant to Section 4.1.
Section 4.3. Liability of Trustee with respect
to Evaluations: The Depositor and the Certificateholders may rely on any
evaluation furnished by the Trustee and shall have no responsibility for the
accuracy thereof. The determinations made by the Trustee hereunder shall be made
in good faith upon the basis of, and shall have no liability for errors in, the
information reasonably available to it. The Trustee shall be under no liability
to the Depositor or the Certificateholders for errors in judgment or any action
taken in good faith, provided, however, that this provision shall not protect
the Trustee against any liability to which it would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties hereunder.
ARTICLE 5
TRUST EVALUATION, REDEMPTION, PURCHASE, TRANSFER,
INTERCHANGE OR REPLACEMENT OF CERTIFICATES
Section 5.1. Trust Evaluation: The Trustee
shall make an evaluation of the Trust as of the close of trading on the New York
Stock Exchange (4:00 p.m. Eastern Time) (sometimes referred to herein as the
"Evaluation Time") (i) on the last Business Day of each of the months of June
and December, (ii) on the day on which any unit of the Trust is tendered for
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redemption (unless tender is made after the Evaluation Time on such day, in
which case Tender shall be deemed to have been made on the next day subsequent
thereto on which the New York Stock Exchange is open for trading), and (iii) on
any other day desired by the Trustee or requested by the Depositor. Such
evaluations shall take into account and itemize separately (a)(1) the cash on
hand in the Trust (other than monies on deposit in the Reserve Account, funds
deposited on the date hereof by the Depositor for the purchase of Securities and
not theretofore credited to the Principal Account pursuant to Section 3.3 and
funds in the Principal Account with respect to which contracts for the purchase
of the Substitute Securities have been entered into pursuant to Section 3.7
hereof), including dividends receivable on stocks trading ex dividend, (a)(2)
the value of each issue of the Securities in the Trust as determined by the
Trustee pursuant to Section 4.1, (a)(3) all other assets of the Trust and (a)(4)
amounts representing organizational expenses paid less amounts representing
secured organizational expenses of the Trust. For each such evaluation there
shall be deducted from the sum of the above (b)(1) amounts representing any
applicable taxes or other governmental charges payable out of the Trust and for
which no deductions shall have previously been made for the purpose of addition
to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee
and expenses of the Trust including but not limited to unpaid fees of the
Trustee and expenses of the Trust including but not limited to unpaid fees of
the Trustee and expenses of the Trust (including legal and auditing expenses),
accrued fees and expenses of the Depositor and its successor, if any, and (b)(3)
cash held for distribution to Certificateholders of record as of a date on or
prior to the evaluation then being made. The value of the pro rata share of each
unit of the Trust determined on the basis of any such evaluation shall be
referred to herein as the "Unit Value."
Until the Depositor has informed the Trustee
that there will be no further deposits of Additional Securities pursuant to
Section 2.6, the Depositor shall provide the Trustee with written estimates of
(i) the total organizational expenses to be borne by the Trust pursuant to
Section 3.1, (ii) the total number of Units to be issued in connection with the
initial deposit and all anticipated deposits of Additional Securities and (iii)
the period or periods over which such expenses are to be amortized, separately
stated with respect to each such amortization period. For purposes of
calculating the Trust Evaluation and Unit Value, the Trustee shall treat all
such anticipated expenses as having been paid and all liabilities therefor as
having been incurred, and all Units as having been issued, in each case on the
date of the Trust Agreement, and, in connection with each such calculation,
shall take into account a pro rata portion of such expense and liability based
on the actual number of Units issued as of the date of such calculation. In the
event the Trustee is informed by the Depositor of a
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revision in its estimate of total expenses, total Units or period of
amortization, and upon the conclusion of the deposit of Additional Securities or
initial offering period, the Trustee shall base calculations made thereafter on
such revised estimates or actual expenses or period of amortization,
respectively, but such adjustment shall not affect calculations made prior
thereto and no adjustment shall be made in respect thereof.
The sum of (a)(1) and (a)(3) reduced by the sum
of (b)(1) and (b)(2) and (b)(3) shall be referred to herein as
the "Unit Cash Value".
The Trustee shall promptly advise the Depositor
of each determination of Unit Value made by it as above provided, and, in
addition, upon each valuation by the Trustee under Section 4.1 other than those
involved in such calculations of Unit Value, the Trustee shall promptly furnish
to Depositor, for purposes of assisting it in maintaining a market in the Units,
with such information regarding the Principal, Income and Reserve Accounts as
the Depositor may reasonably request.
Section 5.2. Redemptions by Trustee; Purchases
by Depositors: Any Certificate tendered for redemption by a Certificateholder or
his duly authorized attorney to the Trustee at its corporate trust office, shall
be redeemed by the Trustee on the seventh calendar day following the day on
which tender for redemption is made, provided that if such day of redemption is
not a business day, then such Certificate shall be redeemed on the first
business day prior thereto (such seventh calendar day or first business day
prior thereto being herein called the "Redemption Date"). Subject to payment by
such Certificateholder of any tax or other governmental charges which may be
imposed thereon, such redemption is to be made by payment on the Redemption Date
of cash equivalent to the Net Asset Value per Unit determined by the Trustee as
of the Evaluation Time on the date of tender, multiplied by the number of Units
represented by such Certificate (herein called the "Redemption Price").
Certificates received for redemption by the Trustee on any day after the
Evaluation Time will be held by the Trustee until the next day on which the New
York Stock Exchange is open for trading and will be deemed to have been tendered
on such day for redemption at the Redemption Price computed on that day.
The Trustee may in its discretion, and shall
when so directed by the Depositor in writing, suspend the right of redemption or
postpone the date of payment of the Redemption Price for more than seven
calendar days following the day on which tender for redemption is made:
(1) for any period during which the New York
Stock Exchange is closed other than customary weekend and
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holiday closings or during which trading on the New York Stock
Exchange is restricted;
(2) for any period during which an emergency
exists as a result of which disposal by the Trust of the Securities is not
reasonably practicable or it is not reasonably practicable fairly to
determine in accordance herewith the value of the Securities; or
(3) for such other periods as the Securities
and Exchange Commission may by order permit,
and the Trustee shall not be liable to any person or in any way for any loss or
damage which may result from any such suspension or postponement.
Not later than the close of business on the day
of tender of a Certificate for redemption by a Certificateholder other than the
Depositor, the Trustee shall notify the Depositor of such tender. The Depositor
shall have the right to purchase such Certificate by notifying the Trustee of
its election to make such purchase as soon as practicable thereafter, but in no
event subsequent to the close of business on the second business day after the
day on which such Certificate was tendered for redemption. Such purchase shall
be made by payment for such Certificate by the Depositor to the
Certificateholder not later than the close of business on the Redemption Date of
an amount equal to the Redemption Price which would otherwise be payable by the
Trustee to such Certificateholder.
Any Certificate so purchased by the Depositor
may, at the option of the Depositor, be tendered to the Trustee for redemption
at the corporate trust office of the Trustee in the manner provided in the first
paragraph of this Section 5.2.
If the Depositor does not elect to purchase any
Certificate tendered to the Trustee for redemption, or if a Certificate is being
tendered by the Depositor for redemption, that portion of the Redemption Price
which represents dividends shall be withdrawn from the Income Account to the
extent funds are available. The balance paid on any redemption, including
accrued dividends, if any, shall be withdrawn from the Principal Account to the
extent that funds are available for such purpose. If such available balance
shall be insufficient, the Trustee shall sell such Securities from among those
designated on the current list for such purpose as provided below and in the
manner, in its discretion, as it shall deem advisable or necessary in order to
fund the Principal Account for purposes of such redemption. Sales of Securities
by the Trustee shall be made in such manner as the Trustee shall determine,
subject to any minimum face amount limitations on sale which shall have been
specified by the Depositor and agreed to by the Trustee. In the
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event that funds are withdrawn from the Principal Account or Securities are sold
for payment of any portion of the Redemption Price representing accrued
dividends, the Principal Account shall be reimbursed when sufficient funds are
next available in the Income Account for such funds so applied.
The Depositor shall maintain with the Trustee a
current list of Securities designated to be sold for the purpose of redemption
of Certificates tendered for redemption and not purchased by the Depositor, and
for payment of expenses hereunder, provided that if the Depositor shall for any
reason fail to maintain such a list, the Trustee, in its sole discretion, may
designate a current list of Securities for such purposes. The net proceeds of
any sales of Securities from such list representing principal shall be credited
to the Principal Account and the proceeds of such sales representing accrued
dividends shall be credited to the Income Account.
Neither the Trustee nor the Depositor shall be
liable or responsible in any way for depreciation or loss incurred by reason of
any sale of Securities made pursuant to this Section 5.2.
Certificates evidencing Units redeemed pursuant
to this Section 5.2 shall be canceled by the Trustee and the Units evidenced by
such Certificates shall be terminated by such redemptions. In the event that a
Certificate shall be tendered representing a number of Units greater than those
requested to be redeemed by the Certificateholder, the Trustee shall issue to
each Certificateholder, upon payment of any tax or charges of the character
referred to in the second paragraph to Section 5.3, a new Certificate evidencing
the Units representing the balance of the Certificate so tendered.
If the related prospectus for the Trust so
provides, a Certificateholder who tenders for redemption Units in an aggregate
amount of at least the amount specified in the prospectus may request, at the
time of tender, to receive an In Kind Distribution in lieu of cash. Such In Kind
Distribution shall consist of (i) such Certificateholder's pro rata portion of
each of the Securities, to the extent of whole shares, and (ii) cash equal to
such Certificateholder's pro rata portion of the Income and Principal Accounts
follows: (x) a pro rata portion of the net proceeds of sale of the Securities
representing any fractional shares included in such Certificateholder's pro rata
share of the Securities and (y) such other cash as may properly be included in
such Certificateholder's pro rata share of the sum of the cash balances of the
Income and Principal Accounts in an amount equal to the Redemption Price on the
date of tender less amounts specified in clauses (i) and (ii)(x) of this
sentence. The Trustee shall distribute the Certificateholder's Securities to the
account of the Certificateholder's bank or broker dealer
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at The Depository Trust Company. An In Kind Distribution shall
be reduced by customary transfer and registration charges
incurred by the Trustee.
Notwithstanding the foregoing provisions of this
Section 5.2, the Trustee is hereby irrevocably authorized in its discretion, in
the event that the Depositor does not elect to purchase any Certificate tendered
to the Trustee for redemption (other than Units as to which a valid request for
In Kind Redemption has been made), or in the event that a Certificate is being
tendered by the Depositor for redemption, in lieu of redeeming Units tendered
for redemption, to sell such Units in the over-the-counter market or by private
sale for the account of tendering Unit holders at prices which will return to
the Unit holders amounts in cash, net after deducting brokerage commissions,
transfer taxes and other charges, equal to or in excess of the Redemption Prices
which such Unit holders would otherwise be entitled to receive on redemption
pursuant to this Section 5.2. The Trustee shall pay to the Unit holders the net
proceeds of any such sale on the day they would otherwise be entitled to receive
payment of the Redemption Price hereunder.
Section 5.3. Transfer or Interchange of
Certificates: A Certificate may be transferred by the registered holder thereof
by presentation and surrender of such Certificate at the unit investment trust
office of the Trustee properly endorsed or accompanied by a written instrument
or instruments of transfer in form satisfactory to the Trustee and executed by
the Certificateholder or his authorized attorney, whereupon a new registered
Certificate or Certificates for the same number of Units executed by the Trustee
and the Depositor will be issued in exchange and substitution therefor.
Certificates issued pursuant to this Indenture are interchangeable for one or
more other Certificates in an equal aggregate number of Units and all
Certificates issued shall be issued in denominations of one Unit or any multiple
thereof as may be requested by the Certificate-holder. The Trustee may deem and
treat the person in whose name any Certificate shall be registered upon the
books of the Trustee as the owner of such Certificate for all purposes hereunder
and the Trustee shall not be affected by any notice to the contrary, nor be
liable to any person or in any way for so deeming or treating the person in
whose name any Certificate shall be so registered.
A sum sufficient to pay any tax or other
governmental charge that may be imposed in connection with any such transfer or
interchange shall be paid by the Certificate-holder to the Trustee. The Trustee
may require a Certificate-holder to pay $2.00 for each new Certificate issued on
any such transfer or interchange.
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All Certificates canceled pursuant to this
Indenture shall be disposed of by the Trustee without liability on its part.
Section 5.4. Certificates Mutilated, Destroyed,
Stolen or Lost: In case any Certificate shall become mutilated or be destroyed,
stolen or lost, the Trustee shall execute and deliver a new Certificate in
exchange and substitution therefor upon the holder's furnishing the Trustee with
proper identification and indemnity satisfactory to the Trustee, and complying
with such other reasonable regulations and conditions as the Trustee may
prescribe and paying such expenses as the Trustee may incur. Any mutilated
Certificate shall be duly surrendered and canceled before any new Certificate
shall be issued in exchange and substitution therefor. Upon the issuance of any
new Certificate a sum sufficient to pay any tax or other governmental charge and
the fees and expenses of the Trustee may be imposed. Any such new Certificate
issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.
In the event the Trust has terminated or is in
the process of termination, the Trustee may, instead of issuing a new
Certificate in exchange and substitution for any Certificate which shall have
become mutilated or shall have been destroyed, stolen or lost, make the
distributions in respect of such mutilated, destroyed, stolen or lost
Certificate (without surrender thereof except in the case of a mutilated
Certificate) as provided in Section 9.2 hereof if the Trustee is furnished with
such security or indemnity as it may require to save it harmless, and in the
cause of destruction, loss or theft of a Certificate, evidence to the
satisfaction of the Trustee of the destruction, loss or theft of such
Certificate and of the ownership thereof.
ARTICLE 6
TRUSTEE; REMOVAL OF DEPOSITOR
Section 6.1. General Definition of Trustee's
Liabilities, Rights and Duties; Removal of Depositor: In addition to and
notwithstanding the other duties, rights, privileges and liabilities of the
Trustee otherwise set forth herein, the liabilities of the Trustee are further
defined as follows:
(a) All moneys deposited with or received by
the Trustee hereunder shall be held by the Trustee without
interest in trust as part of the Trust or the Reserve Account
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until required to be disbursed in accordance with the provisions of this
Indenture and such moneys will be segregated by separate recordation on the
trust ledgers of the Trustee so long as such practice preserves a valid
preference under applicable law, or if such preference is not so preserved the
Trustee shall handle such moneys in such other manner as shall constitute the
segregation and holding thereof in trust within the meaning of the Investment
Company Act of 1940.
(b) The Trustee shall be under no liability for
any action taken in good faith on any appraisal, paper, order, list, demand,
request, consent, affidavit, notice, opinion, direction, evaluation,
endorsement, assignment, resolution, draft or other document, whether or not of
the same kind, prima facie properly executed, or for the disposition of moneys,
Securities or Certificates pursuant to this Indenture, or for the purchase of
Securities pursuant to Section 2.6(a), or in respect of any evaluation which the
Trustee is required to make or is required or permitted to have made by others
under this Indenture or otherwise except by reason of its gross negligence, lack
of good faith or willful misconduct, provided that the Trustee shall not in any
event be liable or responsible for any evaluation made by any independent
evaluation service employed by it pursuant to Section 4.1. The Trust shall pay
and hold the Trustee harmless from and against any loss, liability or expense
incurred in acting as Trustee of the Trust other than by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties hereunder,
including the costs and expenses of the defense against any claim or liability
in the premises. The Trustee may construe any of the provisions of this
Indenture, insofar as the same may appear to be ambiguous or inconsistent with
any other provisions hereof, and any construction of any such provisions hereof
by the Trustee in good faith shall be binding upon the parties hereto. The
Trustee shall in no event be deemed to have assumed or incurred any liability,
duty or obligation to any Certificateholder or the Depositors, other than as
expressly provided for herein.
(c) The Trustee shall not be responsible for or
in respect of the recitals herein, the validity or sufficiency of this Indenture
or for the due execution hereof by the Depositor, or for the form, character,
genuineness, sufficiency, value or validity of any Securities (except that the
Trustee shall be responsible for the exercise of due care in determining the
genuineness of Securities delivered to it pursuant to contracts for the purchase
of such Securities) or for or in respect of the validity or sufficiency of the
Certificates or of the due execution thereof by the Depositor, and the Trustee
shall in no event assume or incur any liability, duty or obligation to any
Certificateholder or the Depositor other than as expressly provided for herein.
The Trustee shall not be responsible for or
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in respect of the validity of any signature by or on behalf of
the Depositor.
(d) The Trustee shall not be under any
obligation to appear in, prosecute or defend any action, which in its opinion
may involve it in expense or liability, unless as often as required, it shall be
furnished with reasonable security and indemnity against such expense or
liability as it may require, and any pecuniary cost of the Trustee from such
actions shall be deductible from and a charge against the Income and Principal
Accounts. The Trustee shall in its discretion undertake such action as it may
deem necessary at any and all times to protect the Trust and the rights and
interests of the Certificateholders pursuant to the terms of this Indenture,
provided, however, that the expenses and costs of such actions, undertakings or
proceedings shall be reimbursable to the Trustee from the Income and Principal
Accounts, and the payment of such costs and expenses shall be secured by a lien
on the Trust prior to the interests of the Certificateholders.
(e) The Trustee may employ agents, attorneys,
accountants and auditors and shall not be answerable for the default or
misconduct of any such agents, attorneys, accountants or auditors if such
agents, attorneys, accountants or auditors shall have been selected with
reasonable care. The Trustee shall be fully protected in respect of any action
under this Agreement taken, or suffered, in good faith by the Trustee, in
accordance with the opinion of its counsel, which may be counsel to the
Depositor acceptable to the Trustee. The fees and expenses charged by such
agents, attorneys, accountants or auditors shall constitute an expense of the
Trustee reimbursable from the Income and Principal Accounts as set forth in
Section 3.5 hereof.
(f) Other than as provided in Article 7
hereunder, if at any time the Depositor shall resign or fail to undertake or
perform or become incapable of undertaking or performing any of the duties which
by the terms of this Indenture are required by it to be undertaken or performed
and no express provision is made for action to be taken by the Trustee in such
event, or the Depositor shall be adjudged bankrupt or insolvent, or a receiver
of such Depositor or of its property shall be appointed, or any public officer
shall take charge or control of the Depositor or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then in any such
case, the Trustee may do any one or more of the following: (1) appoint a
successor Depositor who shall act hereunder in all respects in place of the
Depositor, who shall be compensated semi-annually, at rates deemed by the
Trustee to be reasonable under the circumstances, by deduction from the Income
Account or from the Principal Account, but no such deduction shall be made
exceeding such reasonable amount as the Securities and Exchange Commission may
prescribe in accordance with Section 26(a)(2)(C)
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of the Investment Company Act of 1940; or (2) terminate this Indenture and the
Trust created hereby and liquidate the Trust, all in the manner provided in
Section 9.2.; or (3) continue to act as Trustee hereunder without terminating
this Indenture, acting in its own absolute discretion without appointing any
successor Depositor and assuming such of the duties and responsibilities of the
Depositor hereunder as the Trustee determines, in its absolute discretion, are
necessary or desirable for the administration and preservation of the Trust and
receiving additional compensation at rates determined as provided in clause (1).
If the Trustee continues so to act, it is authorized to employ one or more
agents to perform portfolio supervisory services and such other of the services
of the Depositor hereunder as the Trustee determines, in its sole discretion, to
be necessary or desirable. The fees and expenses of such agent or agents shall
be charged to the Trust in accordance with Section 6.4. All provisions of this
Indenture relating to the liability and indemnification of the Trustee,
including, without limitation, subparagraph (e) of this Section, shall apply to
any responsibility assumed or action taken by the Trustee pursuant to this
subparagraph.
(g) If the value of the Trust as shown by any
evaluation by the Trustee pursuant to Section 5.1 hereof shall be less than the
liquidation amount specified in Part II of the Reference Trust Agreement, the
Trustee may in its discretion, and shall, when so directed by the Depositor,
terminate this Indenture and the Trust created hereby and liquidate the Trust,
all in the manner provided in Section 9.2.
(h) In no event shall the Trustee be liable for
any taxes or other governmental charges imposed upon or in respect of the
Securities or upon the dividends thereon or upon it as Trustee hereunder or upon
or in respect of the Trust which it may be required to pay under any present or
future law of the United States of America or any other taxing authority having
jurisdiction in the premises. For all such taxes and charges and for any
expenses, including counsel fees, which the Trustee may sustain or incur with
respect to such taxes or charges, the Trustee shall be reimbursed and
indemnified out of the Income and Principal Accounts of the Trust, and the
payment of such amounts so paid by the Trustee shall be secured by a lien on the
Trust prior to the interests of the Certificateholders.
(i) The Trustee, except by reason of its gross
negligence, lack of good faith, reckless disregard of its obligations hereunder
or willful misconduct, shall not be liable for any action taken, omitted to be
taken or suffered to be taken by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.
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(j) Notwithstanding anything in this Indenture
to the contrary, the Trustee is authorized and empowered to enter into any
safekeeping arrangement or arrangements it deems necessary or appropriate for
holding the Securities then owned by the Trust and the Trustee is authorized and
empowered in its sole right to amend, supplement or terminate any safekeeping
arrangement or arrangements made under this provision. In addition, the Trustee
is authorized and empowered, at the request and discretion of the Depositor, to
execute and file on behalf of the Trust any and all documents, in connection
with consents to service of process, required to be filed under the securities
laws of the various States in order to permit the sale of Units of the Trust in
such States by the Depositor.
(k) The Trustee in its individual or any other
capacity may become owner or pledgee or, or be an underwriter or dealer in
respect of, stock, bonds or other obligations issued by the same issuer (or an
affiliate of such issuer) or any obligor of any Securities at any time held as
part of the Trust and may deal in any manner with the same or with the issuer
(or an affiliate of the issuer) with the same rights and powers as if it were
not the Trustee hereunder.
(l) The Trust may include a letter or letters
of credit for the purchase of Contract Securities issued by the Trustee in its
individual capacity for the account of the Depositor, and the Trustee may
otherwise deal with the Depositor with the same rights and powers as if it were
not the Trustee hereunder.
Section 6.2. Books, Records and Reports: The
Trustee shall keep proper books of record and account of all the transactions
under this Indenture at its unit investment trust office including a record of
the name and address of, and the Certificates issued by the Trust and held by,
every Certificate-holder, and such books and records shall be open to inspection
by any Certificateholder at all reasonable times during the usual business
hours, and such books and records shall be made available to the Depositor upon
the request of the Depositor including, but not limited to, a record of the name
and address of, and the Certificates issued by the Trust and held by, every
Certificateholder.
Unless the Depositor otherwise directs, the
Trustee shall cause audited statements as to the assets and income of the Trust
to be prepared on an annual basis by independent public accountants selected by
the Depositor, provided, however, that if the Depositor is then making a market
for units of the Trust, the Depositor shall bear the cost of such audit to the
extent that it exceeds $.50/unit of approximately $1000 initial value (or such
proportionate amount in the case of units of greater or lesser initial value).
Such audited
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statement will be made available to Certificateholders upon
request.
To the extent permitted under the Investment
Company Act of 1940 as evidenced by an opinion of counsel to the Depositor,
reasonably acceptable to the Trustee, the Trustee shall pay, or reimburse to the
Depositor or others, the costs of the preparation of documents and information
with respect to the Trust required by law or regulation in connection with the
maintenance of a secondary market in units of the Trust. Such costs may include
but are not limited to accounting and legal fees, blue sky registration and
filing fees, printing expenses and other reasonable expenses related to
documents required under Federal and state securities laws.
The Trustee shall make such annual or other
reports as may from time to time be required under any applicable state or
federal statute or rule or regulation thereunder.
Section 6.3. Indenture and List of Securities
on File: The Trustee shall keep a certified copy or duplicate original of this
Indenture on file at its unit investment trust office available for inspection
at all reasonable times during the usual business hours by any Certificateholder
and the Trustee shall keep and so make available for inspection a current list
of the Securities.
Section 6.4. Compensation: For services
performed under this Indenture the Trustee shall be paid at the rate per annum
set forth in Part II of the Reference Trust Agreement which shall be computed on
the basis of the number of Units outstanding as of January 1 of such year except
for a Trust during the year or years in which an initial offering period as
determined in the prospectus for the Trust occurs, in which case the fee for a
month is based on the number of Units outstanding at the end of such month (such
annual fee to be pro rated for any calendar year in which the Trustee provides
services during less than the whole of such year). The Trustee may from time to
time adjust its compensation as set forth above provided that the total
adjustment upward does not, at the time of such adjustment, exceed the
percentage of the total increase, after the date hereof, in consumer prices for
services as measured by the United States Department of Labor Consumer Price
Index entitled "All Services Less Rent," or, if such index shall cease to be
published, then as measured by the available index most nearly comparable to
such index. The consent or concurrence of any Certificateholder or the Depositor
hereunder shall not be required for any such adjustment or increase. Such
compensation shall be charged by the Trustee against the Income and Principal
Accounts at the time provided in Section 3.5; provided, however, that such
compensation shall be deemed to provide only for the
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usual normal and recurring functions undertaken as Trustee
pursuant to this Indenture.
The Trustee shall charge the Income and
Principal Accounts at such times as shall be convenient in its administration of
the Trust for any and all expenses, including the fees of counsel which may be
retained by the Trustee in connection with its activities hereunder, and
disbursements incurred hereunder and any extraordinary services performed by the
Trustee hereunder. The Trustee shall be indemnified and held harmless against
any loss or liability accruing to it without gross negligence, bad faith or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses
(including counsel fees) of defending itself against any claim of liability in
the premises. If the cash balances in the Income and Principal Accounts shall be
insufficient to provide for amounts payable pursuant to this Section 6.4, the
Trustee shall have the power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.2 hereof, or (ii) if no
such Securities have been so designated, such Securities as the Trustee may see
fit to sell in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable pursuant to this Section 6.4. The Trustee shall
not be liable or responsible in any way for depreciation or loss incurred by
reason of any sale of Securities made pursuant to this Section 6.4. Any moneys
payable to the Trustee pursuant to this section shall be secured by a prior lien
on the Trust.
Section 6.5. Removal and Resignation of the
Trustee; Successor: The following provisions shall provide for
the removal and resignation of the Trustee and the appointment of
any successor Trustee:
(a) any resignation or removal of the Trustee
and appointment of a successor pursuant to this section shall not become
effective until acceptance of appointment by the successor Trustee as provided
in subsection (b) hereof;
(b) the Trustee or any trustee hereafter
appointed may resign and be discharged of the trust created by this Indenture by
executing an instrument in writing resigning as such Trustee, filing the same
with the Depositor and mailing a copy of a notice of resignation to all
Certificateholders then on record not less than sixty days before the date
specified in such instrument when, subject to Section 6.5(d), such resignation
is to take effect. Upon receiving such notice of resignation, the Depositor
shall use its best efforts to promptly appoint a successor Trustee as
hereinafter provided, by written instrument, in duplicate, one copy of which
shall be delivered to the resigning Trustee and one copy to the successor
Trustee. In case at any time the Trustee shall become incapable of acting or
shall
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be deemed incapable of acting by the written consent of holders of Certificates
evidencing 66 2/3% of the outstanding Units comprising a particular series, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purposes of
rehabilitation, conservation, or liquidation, or the Depositor shall deem it to
be in the best interests of the Certificateholders, then in any such case the
Depositor may remove the Trustee and appoint a successor Trustee by written
instrument, in duplicate, one copy of which shall be delivered to the Trustee so
removed and one copy to the successor Trustee; provided that notice of such
removal and appointment of a successor shall be given to each Certificateholder
then of record;
(c) any successor Trustee appointed hereunder
shall execute, acknowledge and deliver to the Depositor and the retiring Trustee
an instrument accepting such appointment hereunder, and such successor Trustee
without any further act, deed or conveyance shall become vested with all the
rights, powers, duties and obligations of its predecessor hereunder with like
effect as if originally named Trustee herein and shall be bound by all the terms
and conditions of this Indenture; provided, however, that no successor trustee
shall be under any liability hereunder for occurrences or omissions prior to the
execution of such instrument. Upon the request of such successor Trustee, the
Depositor and the retiring Trustee shall, upon payment of any amounts due the
retiring Trustee or provision therefor to the satisfaction of such retiring
Trustee, execute and deliver an instrument acknowledged by it transferring to
such successor trustee all the rights and powers of the retiring Trustee; and
the retiring Trustee shall transfer, deliver and pay over to the successor
Trustee all Securities and moneys at the time held by it hereunder, together
with all necessary instruments of transfer and assignment or other documents
properly executed necessary to effect such transfer and such of the records or
copies thereof maintained by the retiring Trustee in the administration hereof
as may be requested by the successor Trustee, and shall thereupon be discharged
from all duties and responsibilities under this Indenture. The retiring Trustee
shall, nevertheless, retain a lien upon all Securities and moneys at the time
held by it hereunder to secure any amounts then due the retiring Trustee
hereunder;
(d) in case at any time the Trustee shall
resign and no successor Trustee shall have been appointed and have accepted
appointment within thirty days after notice of resignation has been received by
the Depositor, the retiring Trustee may forthwith apply to a court of competent
jurisdiction for the appointment of a successor Trustee. Such court may
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thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee; and
(e) any corporation into which any Trustee
hereunder may be merged or with which it may consolidate, or any corporation
resulting from any merger or consolidation to which any Trustee hereunder shall
be a party, shall be the successor Trustee under this Indenture without the
execution or filing of any paper, instrument or further act to be done on the
part of the parties hereto, anything herein, or in any agreement relating to
such merger or consolidation, by which any such Trustee may seek to retain
certain powers, rights and privileges theretofore obtaining for any period of
time following such merger or consolidation, to the contrary notwithstanding.
Section 6.6. Qualifications of Trustee: The
Trustee, or any successor thereof, shall be a corporation organized and doing
business under the laws of the United States or any state thereof, which is
authorized under such laws to exercise corporate trust powers and having at all
times an aggregate capital, surplus, and undivided profits of not less than
$2,500,000.
ARTICLE 7
DEPOSITOR
Section 7.1. Succession: The covenants,
provisions and agreements herein contained shall in every case be binding upon
any successor to the business of the Depositor. In the event of the death,
resignation or withdrawal of any partner of the Depositor or of any successor
Depositor which may be a partnership, the deceased, resigning or withdrawing
partner shall be relieved of all further liability hereunder if at the time of
such death, resignation or withdrawal such Depositor maintains a net worth
(determined in accordance with generally accepted accounting principles) of at
least $1,000,000. In the event of an assignment by the Depositor to a successor
corporation or partnership as permitted by the next following sentence, such
Depositor and, if such Depositor is a partnership, its partners, shall be
relieved of all further liability under this Indenture. The Depositor may
transfer all or substantially all of its assets to a corporation or partnership
which carries on the business of the Depositor, if at the time of such transfer
such successor duly assumes all the obligations of the Depositor under this
Indenture and if at such time such successor maintains a net worth of at least
$1,000,000 (determined in accordance with generally accepted accounting
principles).
Section 7.2. Resignation of Depositor: If at
any time the Depositor desires to resign its position as
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Depositor hereunder, it may resign by delivering to the Trustee an instrument of
resignation executed by such Depositor. Such resignation shall become effective
upon the expiration of thirty days from the date on which such instrument is
delivered to the Trustee. Upon effective resignation hereunder, the resigning
Depositor shall be discharged and shall no longer be liable in any manner
hereunder except as to acts or omissions occurring prior to such resignation and
any successor Depositor appointed by the Trustee pursuant to Section 6.1(f)
shall thereupon perform all duties and be entitled to all rights under this
Indenture. The successor Depositor shall not be under any liability hereunder
for occurrences or omissions prior to the execution of such instrument.
Section 7.3. Liability of Depositor and
Indemnification: (a) The Depositor shall be under no liability to the Trust or
the Certificateholders for any action or for refraining from the taking of any
action in good faith pursuant to this Indenture, or for errors in judgment or
for depreciation or loss incurred by reason of the purchase or sale of any
Securities, provided, however, that this provision shall not protect the
Depositor against any liability to which it would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder. The Depositor may rely in good faith on any paper, order, notice,
list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or
any other document of any kind prima facie properly executed and submitted to it
by the Trustee, the Trustee's counsel or any other person for any matters
arising hereunder. The Depositor shall in no event be deemed to have assumed or
incurred any liability, duty, or obligation to any Certificateholder or the
Trustee other than as expressly provided for herein.
(b) The Trust shall pay and hold the Depositor
harmless from and against any loss, liability or expense incurred in acting as
Depositor of the Trust other than by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder, including the costs and
expenses of the defense against any claim or liability in the premises. The
Depositor shall not be under any obligation to appear in, prosecute or defend
any legal action which in its opinion may involve it in any expense or
liability, provided, however, that the Depositor may in its discretion undertake
any such action which it may deem necessary or desirable in respect of this
Indenture and the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder and, in such event, the legal expenses and
costs of any such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust and shall be paid directly by the
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Trustee out of the Income and Principal Accounts as provided by Section 3.5.
(c) None of the provisions of this Indenture
shall be deemed to protect or purport to protect the Depositor against any
liability to the Trust or to the Certificateholders to which the Depositor would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of the Depositor's
reckless disregard of its obligations and duties under this Indenture.
Section 7.4. Compensation: The Depositor shall
receive at the times set forth in Section 3.5 as compensation for performing
portfolio supervisory services, such amount and for such periods as specified in
Part II of the Reference Trust Agreement. The computation of such compensation
shall be made on the basis of $.25 per 100 Units calculated on the basis of the
largest number of units outstanding at any time during the period for which such
compensation is being computed. At no time, however, will the total amount
received by the Depositor for services rendered to all series of the Glickenhaus
Value Portfolios in any calendar year exceed the aggregate cost to it of
supplying such services in such year. Such rate may be increased from time to
time, without the consent or approval of any Certificateholder or the Depositor,
by amounts not exceeding the proportionate increase during the period from the
date of such Reference Trust Agreement to the date of any such increase, in
consumer prices as published either under the classification "All Services Less
Rent" in the Consumer Price Index published by the United States Department of
Labor or, if such Index is no longer published, a similar index.
In the event that any amount of the compensation
paid to the Depositor pursuant to Section 3.5 is found to be an improper charge
against the Trust, the Depositor shall reimburse the Trust in such amount. An
improper charge shall be established if a final judgment or order for
reimbursement of the Trust shall be rendered against the Depositor and such
judgment or order shall not be effectively stayed or a final settlement is
established in which the Depositor agrees to reimburse the Trust for amounts
paid to the Depositor pursuant to this Section 7.4.
ARTICLE 8
RIGHTS OF CERTIFICATEHOLDERS
Section 8.1. Beneficiaries of Trust: By the
purchase and acceptance or other lawful delivery and acceptance of any
Certificate the Certificateholder shall be deemed to be a beneficiary of the
Trust created by this Indenture and vested
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with all right, title and interest in the Trust to the extent of the Unit or
Units set forth and evidenced by such Certificate, subject to the terms and
conditions of this Indenture and of such Certificate.
Section 8.2. Rights, Terms and Conditions: In
addition to the other rights and powers set forth in the other provisions and
conditions of this Indenture the Certificate-holders shall have the following
rights and powers and shall be subject to the following terms and conditions:
(a) A Certificateholder may at any time prior
to the Evaluation Time on the date the Trust is terminated tender his
Certificate or Certificates to the Trustee for redemption in accordance with
Section 5.2.
(b) The death or incapacity of any Certificate-
holder shall not operate to terminate this Indenture or the Trust, nor entitle
his legal representatives or heirs to claim an accounting or to take any action
or proceeding in any court of competent jurisdiction for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them. Each Certificateholder expressly waives any
right he may have under any rule of law, or the provisions of any statute, or
otherwise, to require the Trustee at any time to account, in any manner other
than as expressly provided in this Indenture, in respect of the Securities or
moneys from time to time received, held and applied by the Trustee hereunder.
(c) No Certificateholder shall have any right
to vote or in any manner otherwise control the operation and management of the
Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners; nor shall any
Certificateholder ever be under any liability to any third persons by reason of
any action taken by the parties to this Indenture for any other cause
whatsoever.
ARTICLE 9
ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS
Section 9.1. Amendments: This Indenture may be
amended from time to time by the parties hereto or their respective successors,
without the consent of any of the Certificateholders (a) to cure any ambiguity
or to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provision contained herein; (b) to
change any provision required by Securities and Exchange
-39-
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<PAGE>
Commission or any successor governmental agency to be changed; or (c) to make
such other provision in regard to matters or questions arising hereunder as
shall not adversely affect the interests of the Certificateholders; provided,
however, that the parties hereto may not amend this Indenture so as to (1)
increase the number of Units above the number set forth in Part II of the
Reference Trust Agreement or such lesser amount as may be outstanding at any
time during the term of this Indenture, except as the result of the deposit of
Additional Securities as herein provided, or (2) except in the manner permitted
by the Indenture as in effect on the date of the first deposit of Securities
under a particular Indenture, permit the deposit or acquisition hereunder of
securities either in addition to or in replacement of any of the Securities.
This Indenture may also be amended from time to
time by the Depositor and the Trustee (or the performance of any of the
provisions or this Agreement may be waived) with the expressed written consent
of holders of Certificates evidencing 66-2/3% of the Units at the time
outstanding under the Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the holders of Certificates; provided,
however, that no such amendment or waiver shall (i) reduce the interest in the
Trust represented by Units evidenced by any Certificate without the consent of
the holder of such Certificate, (ii) reduce the aforesaid percentage of Units,
the holders of which are required to consent to any such amendment, without the
consent of the holders of all Certificates then outstanding or (iii) affect the
duties, obligations and responsibilities of the Trustee without its consent.
Promptly after the execution of any such
amendment the Trustee shall furnish written notification to all then outstanding
Certificateholders of the substance of such amendment.
Section 9.2. Termination: This Indenture and
the Trust created hereby shall terminate upon the maturity, redemption, sale or
other disposition as the case may be of the last Security held hereunder unless
sooner terminated as herein-before specified and may be terminated at any time
by written consent of all the holders of Certificates; provided that in no event
shall the Trust continue beyond the end of the Mandatory Termination Date
specified in the prospectus for the Trust.
Written notice of any termination, specifying
the time or times at which the Certificateholders may surrender their
Certificates for cancellation shall be given by the Trustee to each
Certificateholder at his address appearing on the registration books of the
Trustee.
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<PAGE>
In the event of any termination of the Trust
prior to the Liquidation Date, the Trustee shall proceed to liquidate the
Securities then held and make the payments and distributions provided for
hereinafter in this Section 9.2 except that in such event, the distribution to
each Certificateholder shall be made in cash and shall be such
Certificateholder's pro rata interest in the balance of the Principal and Income
Account after the deductions herein provided.
In the event that the Trust terminates on or
after the Liquidation Date, the Trustee shall, not less than 20 days prior to
the Liquidation Date, send a written notice to each Certificateholder of record
owning, as of such date, at least 2,500 Units and whose interest in the Trust
would entitle him to receive at least one share of each Security. Such notice
shall allow such Certificateholder to elect to redeem his Units at the net asset
value on the Liquidation Date and to receive, in partial payment of the
Redemption Price per Unit, an in-kind distribution of such Certificateholder's
pro rata share of the Securities, to the extent of whole shares. The Trustee
will honor duly executed requests for such in-kind distribution received
(accompanied by the electing Certificateholder's Certificate) by the close of
business on the Termination Date. Certificateholders who do not effectively
request an in-kind distribution shall receive their distribution upon
termination in cash. Redemption of the Units of Certificateholders electing such
in-kind distribution shall be made within three business days following the
Liquidation Date and shall consist of (i) such Certificateholder's pro rata
share of Securities (valued as of the Termination Date) to the extent of whole
shares and (ii) cash equal to the balance of such Certificateholder's Redemption
Price.
On the Mandatory Termination Date, this
Indenture and the Trust created hereby shall terminate. In connection with such
Termination, the Trustee shall segregate such number of shares of Securities as
shall be necessary to satisfy in-kind distributions to Certificateholders
electing such distribution.
The balance of the Securities shall be sold over
a period of 30 days immediately following the Liquidation Date. The Depositor
shall direct the Trustee to sell the Securities in such manner as the Depositor
determine will produce the best price for the Trust. Pursuant to such direction,
the Trustee may use the services of the Depositor to effect such sales.
Within a reasonable period of time after such
termination and liquidation of Securities, the Trustee shall:
(a) deduct from the Income Account or, to the
extent that funds are not available in such account, from the
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<PAGE>
Principal Account and pay to itself individually an amount equal
to the sum of
(1)
its accrued compensation for its ordinary
recurring services,
(2)
any compensation due it for its extraordinary services, and
(3)
any other costs, expenses, advances or indemnities as provided
herein;
(b) deduct from the Income Account or, to the
extent that funds are not available in such account, from the Principal Account
and pay accrued and unpaid fees of counsel pursuant to Section 3.9;
(c) deduct from the Income Account or the
Principal Account any amounts which may be required to be deposited in the
Reserve Account to provide for payment of any applicable taxes or other
governmental charges and any other amounts which may be required to meet
expenses incurred under this Indenture;
(d) make a final distribution from the Trust,
against surrender for cancellation of each Certificateholder's Certificate or
Certificates, such Certificateholder's pro rata share of the cash balances of
the Income and Principal Accounts and, on the conditions set forth in Section
3.4 hereof, the balance of the Reserve Account, if any;
(e) together with such distribution to each
Certificateholder as provided for in (d), furnish to each such Certificateholder
a final distribution statement as of the date of the computation of the amount
distributable to Certificate-holders, setting forth the data and information in
substantially the form and manner provided for in Section 3.6 hereof; and
(f) distribute to each Certificateholder
receiving the distribution provided in paragraph (d) any dividends, which on the
Liquidation Date were declared, but not received, net of any and all expenses
not previously deducted, within a reasonable time of their receipt.
The amounts to be so distributed to each
Certificateholder shall be that pro rata share of the balance of the total
Income and Principal Accounts as shall be represented by the Units therein
evidenced by the outstanding Certificate or Certificates held of record by such
Certificateholder.
-42-
316487.2
<PAGE>
The Trustee shall be under no liability with
respect to moneys held by it in the Income, Reserve and Principal Accounts upon
termination except to hold the same in trust without interest until disposed of
in accordance with the terms of this Indenture.
Upon the Depositor's request, the Trustee will
include in the written notice to be sent to Certificateholders referred to in
the fourth paragraph of this section a form of election whereby
Certificateholders electing a cash distribution may express interest in
investing such cash distribution in units of another series of the Glickenhaus
Value Portfolios (the "New Series"). The Trustee will inform the Depositor of
all Certificateholders who, within the time period specified in such notice,
express such interest. The Depositor will provide to such Certificateholders any
applicable sales material with respect to the New Series and a form, acceptable
to the Trustee, whereby a Certificateholder may appoint the Trustee the
Certificateholder's agent to apply the Certificateholder's cash distribution for
the purchase of a unit or units of the New Series. Such form will specify, among
other things, the time by which it must be returned to the Trustee in order to
be effective and the manner in which such purchase shall be made. This paragraph
shall not obligate the Depositor to create any New Series or to provide any such
investment election.
Section 9.3. Construction: This Indenture is
executed and delivered in the State of New York, and all local laws or rules of
construction of such State shall govern the rights of the parties hereto and the
Certificateholders and the interpretation of the provisions hereof.
Section 9.4. Registration of Certificates: The
Depositor agrees and undertakes to register the Certificates with the Securities
and Exchange Commission or other applicable governmental agency pursuant to
applicable Federal or State statutes, if such registration shall be required,
and to do all things that may be necessary or required to comply with this
provision during the term of the Trust created hereunder, and the Trustee shall
incur no liability or be under any obligation or expense in connection
therewith.
Section 9.5. Written Notice: Any notice,
demand, direction or instruction to be given to the Depositor hereunder shall be
in writing and shall be duly given if mailed or delivered to the Depositor as
follows: Glickenhaus & Co., 6 East 43rd Street, New York, New York 10017, or at
such other address as shall be specified by the Depositor to the Trustee in
writing. Any notice, demand, direction or instruction to be given to the Trustee
shall be in writing and shall be duly given if mailed or delivered to the
Trustee at 101 Barclay Street, New York, New York 10286, or at such other
address as shall be
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316487.2
<PAGE>
specified to the Depositor by the Trustee in writing. Any notice to be given to
the Certificateholders shall be duly given if mailed or delivered to each
Certificateholder at the address of such holder appearing on the registration
books of the Trustee.
Section 9.6. Severability: If any one or more
of the covenants, agreements, provisions or terms of this Indenture shall be
held contrary to any express provision of law or contrary to policy or express
law, though not expressly prohibited, or against public policy, or shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Indenture and shall in no way affect the validity or
enforceability of the other provisions of this Indenture or of the Certificates
or the rights of the holders thereof.
Section 9.7. Dissolution of Depositor Not to
Terminate: The dissolution of the Depositor from or for any
cause whatsoever shall not operate to terminate this Indenture or
the Trust.
IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of the date first
above written.
[Signatures and acknowledgements on separate
pages.]
-44-
316487.2
<PAGE>
334811.1
<PAGE>
GLICKENHAUS & CO.
By /s/Brian C. Laux
Attorney-in-Fact
for each of the
General Partners
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Thomas R. Westle, a Notary Public in and for the said County in the
State aforesaid, do hereby certify that Brian C. Laux, 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 24th day of January, 1996.
/s/ Thomas R. Westle
Notary Public
THOMAS R. WESTLE, ESQ.
Notary Public, State of New York
No. 02WE4749942
Qualified in Westchester County
Certificate Filed in Westchester County
Commission Expires June 30, 1997
[SEAL]
313665.1
<PAGE>
THE BANK OF NEW YORK, Trustee
By: /s/Ludim Samabria
Vice President
ATTEST:
By: /s/Jenifer Dicker
(CORPORATE SEAL)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, Emmanuel T. Lytle, Jr., a Notary Public in and for the said County
in the State aforesaid, do hereby certify that Lubim Samabria and Jenifer
Dicker 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 23rd day of
January, 1996.
/s/Emmanuel T. Lytle, Jr.
Notary Public
[SEAL]
My commission expires: April 30, 1997
313665.1
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.
C/M: 10726.0066 334349.1
<PAGE>
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.
-2-
C/M: 10726.0066 334349.1
<PAGE>
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., 6 East 43rd Street, New York, New
York 10017 attention: Mr. Brian C. Laux. 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
-3-
C/M: 10726.0066 334349.1
<PAGE>
43rd Street, New York, New York 10017 the enclosed duplicate of this letter.
GLICKENHAUS & CO..
as Sponsor
By: _______________________
Title
AGREED AND ACCEPTED:
Name of Selected Dealer: ______________________________
By: ______________________________
Title
Address:
-4-
C/M: 10726.0066 334349.1
<PAGE>
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.
-5-
C/M: 10726.0066 334349.1
CERTIFICATE OF OWNERSHIP
Evidencing A Fractional Undivided Interest In
Number Glickenhaus Value Portfolios Units
The 1996 Equity Collection
Description of Trust Plan of Distribution
Cusip
This is to
certify that
is the owner and registered holder of this
Certificate evidencing the ownership of
unit(s)
of fractional undivided interest in Glickenhaus Value Portfolios of the above
Series (hereinafter called the "Trust") created under the laws of the State of
New York by a Trust Indenture and Agreement as incorporated by a Reference Trust
Agreement applicable to the above Series (hereinafter collectively called the
"Indenture") among GLICKENHAUS & CO., as Depositor, such other co-Depositors, if
any, identified in the Indenture, and THE BANK OF NEW YORK, as Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Indenture to which the holder of this Certificate by virtue of
the acceptance hereof assents and is bound, a copy of which is on file and
available for inspection at the unit investment office of the Trustee. The
Depositor(s) hereby grant and convey all of their right, title and interest in
and to the Trust to the extent of the fractional undivided interest represented
hereby to the registered holder of this Certificate subject to and in pursuance
of the Indenture. This Certificate is transferable and interchangeable by the
registered holder in person or by his duly authorized attorney at the unit
investment trust office of the Trustee upon surrender of this Certificate
properly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and payment of any applicable fees and expenses.
This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Indenture.
334355.1
<PAGE>
IN WITNESS WHEREOF, Glickenhaus & Co., as Depositor and, if applicable,
as agent for its co-Depositors, has caused this Certificate to be executed in
facsimile by a duly authorized officer and The Bank of New York, as Trustee, has
caused this Certificate to be executed in its corporate name by an authorized
officer.
GLICKENHAUS & CO.
Depositor
By: __________________________________ Date:
Authorized Signatory
THE BANK OF NEW YORK,
Trustee
By: ___________________________________
Authorized Officer
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ____________________ Custodian _________________
______________
(Cust)
(Minor)
Under Uniform Gifts to Minors Act
334355.1
<PAGE>
_____________________________________
(State)
Additional abbreviations may also be used though not in the above list.
334355.1
<PAGE>
(FORM OF ASSIGNMENT)
For Value Received, __________________________________________________
hereby sell, assign and transfer _______________ Units
represented by this
Certificate unto ______________________________________________________
_______________________________________________________________________
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE MUST BE PROVIDED
____________________________________________
and does hereby irrevocably constitute and appoint _______________________
________________________________________________________________, attorney,
to transfer said Units on the books of the Trustee, with full power of
substitution in the premises.
Dated: ________________________________
SIGNATURE(S) GUARANTEED BY
_________________________________
_________________________________ NOTICE: The signature(s)
to this
Firm or Bank assignment must
correspond with the
name(s) as written upon
the face of the
Certificate in every
particular, without
alteration or
enlargement or any change
- ------------------------------------- whatever.
Authorized Signature
Signature(s) must be guaranteed by
a member or participant of the
Securities Transfer Agents
334355.1
<PAGE>
Medallion Program (STAMP), Stock
Exchanges Medallion Program (SEMP)
or New York Stock Exchange, Inc.
Medallion Signature Program (MSP).
334355.1
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
January 24, 1996
Glickenhaus & Co.
6 East 43rd Street
New York, New York 10017
Re: Glickenhaus Value Portfolios,
The 1996 Equity Collection
Dear Sirs:
We have acted as special counsel for Glickenhaus & Co., as
Depositor, Sponsor and Principal Underwriter (the "Depositor") of Glickenhaus
Value Portfolios, The 1996 Equity Collection (the "Trust") in connection with
the issuance by the Trust of 17,362 units of fractional undivided interest
(collectively, the "Units") in the Trust. Pursuant to the Trust Agreement
referred to below, the Depositor has transferred to the Trust certain securities
and contracts to purchase certain securities together with an irrevocable letter
of credit to be held by the Trustee upon the terms and conditions set forth in
the Trust Agreement. (All securities to be acquired by the Trust are
collectively referred to as the "Securities").
In connection with our representation, we have examined copies
of the following documents relating to the creation of the Trust and the
issuance and sale of the Units: (a) the Trust Indenture and Agreement and
related Reference Trust Agreement, each of even date herewith, relating to the
Trust (the "Trust Agreements") among the Depositor and The Bank of New York, as
Trustee; (b) the notification of registration on Form N-8A and the Registration
Statement on Form N-8B-2, as amended, relating to the Trust, as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Investment
Company Act of 1940 (the "1940 Act"); (c) the Registration Statement on Form S-6
(Registration No. 33-64155) filed with the Commission pursuant to the Securities
Act of 1933 (the "1933 Act"), and all amendments
C/M: 10726.0066 334415.1
<PAGE>
2
Glickenhaus & Co.
January 24, 1996
thereto (said Registration Statement, as amended by said Amendment(s), being
herein called the "Registration Statement"); (d) the proposed form of final
Prospectus (the "Prospectus") relating to the Units, which is expected to be
filed with the Commission this day; and (e) a certificate of an authorized
officer or partner of the Depositor with respect to certain factual matters
contained therein.
We have not reviewed the financial statements, compilation of
the Securities held by the Trust, or other financial or statistical data
contained in the Registration Statement and the Prospectus, as to which you have
been furnished with the reports of the accountants appearing in the Registration
Statement and the Prospectus.
In addition, we have assumed the genuineness of all
agreements, instruments and documents submitted to us as originals and the
conformity to originals of all copies thereof submitted to us. We have also
assumed the genuineness of all signatures and the legal capacity of all persons
executing agreements, instruments and documents examined or relied upon by us.
Statements in this opinion as to the validity, binding effect
and enforceability of agreements, instruments and documents are subject: (i) to
limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations under
equitable principles governing the availability of equitable remedies.
We are not admitted to the practice of law in any jurisdiction
but the State of New York and we do not hold ourselves out as experts in or
express any opinion as to the laws of other states or jurisdictions except as to
matters of Federal and Delaware corporate law.
Based exclusively on the foregoing, we are of the opinion that
under existing law:
(1) The Trust Agreement has been duly authorized and entered
into by an authorized officer or General Partner of the Depositor and is a valid
and binding obligation of the Depositor in accordance with its terms.
(2) The execution and delivery of the Certificates evidencing
the Units has been duly authorized by the Depositor and such Certificates, when
executed by the Depositor and the Trustee in accordance with the provisions of
the Certificates and the Trust Agreement and issued for the consideration
contemplated therein, will constitute fractional undivided interests in the
Trust, will be entitled to the benefits of the Trust Agreement, will conform in
all material respects to the description thereof for the Units as
C/M: 10726.0066 334415.1
<PAGE>
3
Glickenhaus & Co.
January 24, 1996
provided in the Trust Agreement and the Registration Statement, and the Units
will be fully paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name in the Registration
Statement and in the Prospectus under the headings "Tax Status" and "Legal
Opinions". We authorize you to deliver copies of this opinion to the Trustee and
the Underwriters named in Schedule A to the Master Agreement Among Underwriters
relating to the Trust and the Trustee may rely on this opinion as fully and to
the same extent as if it had been addressed to it.
This opinion is intended solely for the benefit of the
addressee and the Trustee in connection with the issuance of the Units of the
Trust and may not be relied upon in any other manner or by any other person
without our express written consent.
Very truly yours,
Battle Fowler LLP
C/M: 10726.0066 334415.1
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the statement
of condition as of date of deposit and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<CURRENCY> US DOLLARS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-24-1996
<PERIOD-END> JAN-24-1997
<PERIOD-TYPE> OTHER
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 166,850
<RECEIVABLES> 0
<ASSETS-OTHER> 57,845
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 224,695
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 57,845
<TOTAL-LIABILITIES> 57,845
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 17,362
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 166,850
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 166,850
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
