XXXX XXXXXX SELECT EQUITY TRUST
REIT SERIES 1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1998 between XXXX
XXXXXX XXXXXXXX INC., as Depositor, and The Chase Manhattan Bank, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Sears Equity Investment Trust, Trust
Indenture and Agreement" dated January 22, 1991, as amended on March 16, 1993
and July 18, 1995 (the "Basic Agreement"). Such provisions as are
incorporated by reference constitute a single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully
and to the same extent as though said provisions had been set forth in full
in this instrument except that the Basic Agreement is hereby amended in the
following manner:
A. Article I, Section 1.01, paragraph (29) defining "Trustee"
shall be amended as follows:
"'Trustee' shall mean The Chase Manhattan Bank, or any successor
trustee appointed as hereinafter provided."
B. Reference to United States Trust Company of New York in its
capacity as Trustee is replaced by The Chase Manhattan Bank throughout the
Basic Agreement.
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II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated Xxxx Xxxxxx Select Equity Trust,
REIT Series 1 ( the "REIT" Trust").
B. The publicly traded stocks listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been or are to be
deposited in trust under this Indenture.
C. The term, "Depositor" shall xxxx Xxxx Xxxxxx Xxxxxxxx Inc.
D. The aggregate number of Units referred to in Sections 2.03
and 9.01 of the Basic Agreement is for the REIT Trust.
E. A Unit is hereby declared initially equal to 1/ th for the
REIT Trust.
F. The term "In-Kind Distribution Date" shall mean ,
, , .
G. The term "Record Dates" shall mean , ,
, , and , ,
, and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean ,
, , , , , and ,
and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean , .
J. The Depositor's Annual Portfolio Supervision Fee shall be a
maximum of $0.25 per 100 Units.
K. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $ per 100 Units.
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L. For a Unit Holder to receive "in-kind" distribution during
the life of the Trust other than in connection with a rollover, such Unit
Holder must tender at least 25,000 Units for redemption. On the In-Kind Date
there is no minimum amount of Units that a Unit Holder must tender in order
to receive an "in-kind" distribution.
M. The Indenture is amended to provide that the period during
which the Trustee shall liquidate the Trust Securities shall not excess 30
business days commencing on the first business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)