XXXXXX XXXXXXX XXXX XXXXXX SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 99-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated June 30, 1999 between XXXX
XXXXXX XXXXXXXX INC., 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 "Xxxxxx Xxxxxxx Xxxx Xxxxxx Select Eq-
uity Trust, Trust Indenture and Agreement" (the "Basic Agreement") dated
September 30, 1993 as amended on December 30, 1997. 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 as
follows:
A. The first sentence of Section 2.01 is amended to add the
following language at the end of such sentence: "and/or cash (or a
letter of credit in lieu of cash) with instructions to the Trustee to
purchase one or more of such Securities which cash (or cash in an
amount equal to the face amount of the letter of credit), to the ex-
tent not used by the Trustee to purchase such Securities within the
90-day period following the first deposit of Securities in the Trust,
shall be distributed to Unit Holders on the Distribution Date next
following such 90-day period or such earlier date as the Depositor and
the Trustee determine".
B. The first sentence of Section 2.06 is amended to add the
following language after "Securities"))": "and/or
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cash (or a letter of credit in lieu of cash) with instructions to the
Trustee to purchase one or more Additional Securities which cash (or
cash in an amount equal to the face amount of the letter of credit), to
the extent not used by the Trustee to purchase such Additional
Securities within the 90-day period following the first deposit of
Securities in the Trust, shall be distributed to Unit Holders on the
Distribution Date next following such 90-day period or such earlier date
as the Depositor and the Trustee determine".
C. Article III, entitled "Administration of Trust", Sec-
tion 3.01 Initial Cost shall be amended as follows:
Section 3.01 Initial Cost shall be amended to substitute the
following language:
SECTION 3.01. INITIAL COST The costs of organizing
the Trust and sale of the Trust Units shall, to the extent
of the expenses reimbursable to the Depositor provided be-
low, be borne by the Unit Holders, PROVIDED, HOWEVER, that,
to the extent all of such costs are not borne by Unit Hold-
ers, the amount of such costs not borne by Unit Holders
shall be borne by the Depositor and, PROVIDED FURTHER, HOW-
EVER, that the liability on the part of the Depositor under
this section shall not include any fees or other expenses
incurred in connection with the administration of the Trust
subsequent to the deposit referred to in Section 2.01. Upon
notification from the Depositor that the primary offering
period is concluded, the Trustee shall withdraw from the Ac-
count or Accounts specified in the Prospectus or, if no Ac-
count is therein specified, from the Principal Account, and
pay to the Depositor the Depositor's reimbursable expenses
of organizing the Trust and sale of the Trust Units in an
amount certified to the Trustee by the Depositor. If the
balance of the Principal Account is insufficient to make
such withdrawal, the Trustee shall, as directed by the De-
positor, sell Securities identified by the Depositor, or
distribute to the Depositor Securities having a value, as
determined under Section 4.01 as of the date of distribu-
tion, sufficient for such reimbursement. The reimbursement
provided for in this section shall be for the account of the
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Unitholders of record at the conclusion of the primary of-
fering period and shall not be reflected in the computation
of the Unit Value prior thereto. As used herein, the De-
positor's reimbursable expenses of organizing the Trust and
sale of the Trust Units shall include the cost of the ini-
tial preparation and typesetting of the registration state-
ment, prospectuses (including preliminary prospectuses), the
indenture, and other documents relating to the Trust, SEC
and state blue sky registration fees, the cost of the ini-
tial valuation of the portfolio and audit of the Trust, the
initial fees and expenses of the Trustee, and legal and
other out-of-pocket expenses related thereto, but not in-
cluding the expenses incurred in the printing of preliminary
prospectuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other advertising
materials and any other selling expenses. Any cash which
the Depositor has identified as to be used for reimbursement
of expenses pursuant to this Section shall be reserved by
the Trustee for such purpose and shall not be subject to
distribution or, unless the Depositor otherwise directs,
used for payment of redemptions in excess of the per-Unit
amount allocable to Units tendered for redemption.
D. The third paragraph of Section 3.05 is hereby amended to add
the following sentence after the first sentence thereof: "Depositor
may direct the Trustee to invest the proceeds of any sale of Securi-
ties not required for the redemption of Units in eligible money market
instruments selected by the Depositor which will include only negotia-
ble certificates of deposit or time deposits of domestic banks which
are members of the Federal Deposit Insurance Corporation and which
have, together with their branches or subsidiaries, more than $2 bil-
lion in total assets, except that certificates of deposit or time de-
posits of smaller domestic banks may be held provided the deposit does
not exceed the insurance coverage on the instrument (which currently
is $100,000), and provided further that the Trust's aggregate holding
of certificates of deposit or time deposits issued by the Trustee may
not exceed the insurance coverage of such obligations and U.S. Treas-
ury notes or bills (which shall be held until the maturity thereof)
each of which matures prior to the earlier
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of the next following Distribution Date or 90 days after receipt, the
principal thereof and interest thereon (to the extent such interest is
not used to pay Trust expenses) to be distributed on the earlier of the
90th day after re-ceipt or the next following Distribution Date."
E. The first sentence of each of Sections 3.10, 3.11 and 3.12
is amended to insert the following language at the beginning of such
sentence, "Except as otherwise provided in Section 3.13,".
F. The following new Section 3.13 is added:
SECTION 3.13. EXTRAORDINARY EVENT - SECURITY RETENTION AND VOT-
ING. In the event the Trustee is notified of any action to be taken
or proposed to be taken by holders of the securities held by the Trust
in connection with any proposed merger, reorganization, spin-off,
split-off or split-up by the issuer of stock or securities held in the
Trust, the Trustee shall take such action or refrain from taking any
action, as appropriate, so as to insure that the securities are voted
as closely as possible in the same manner and in the same general pro-
portion as are the securities held by owners other than the Trust. If
stock or securities are received by the Trustee, with or without cash,
as a result of any merger, reorganization, spin-off, split-off or
split-up by the issuer of stock or securities held in the Trust, the
Trustee at the direction of the Depositor may retain such stock or se-
curities in the Trust. Neither the Depositor nor the Trustee shall be
liable to any person for any action or failure to take action with re-
spect to this section.
G. Section 1.01 is amended to add the following definition:
(9) "Deferred Sales Charge" shall mean any deferred sales charge pay-
able in accordance with the provisions of Section 3.14 hereof, as set
forth in the prospectus for a Trust. Definitions following this defi-
nition (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the following para-
graph after the end thereof: On each Deferred Sales Charge payment
date set forth in the prospectus for a Trust, the Trustee shall pay
the account created pursuant to Section 3.14 the amount of the De-
ferred Sales Charge payable on each such date as stated in the pro-
spectus for a Trust. Such amount shall be withdrawn from the
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Principal Account from the amounts therein designated for such purpose.
I. Section 3.06B(3) shall be amended by adding the following:
"and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the following at the
end thereof: "In order to pay the Deferred Sales Charge, the Trustee
shall sell or liquidate an amount of Securities at such time and from
time to time and in such manner as the Depositor shall direct such
that the proceeds of such sale or liquidation shall equal the amount
required to be paid to the Depositor pursuant to the Deferred Sales
Charge program as set forth in the prospectus for a Trust.
K. Section 3.14 shall be added as follows:
Section 3.14. DEFERRED SALES CHARGE. If the prospectus for a
Trust specifies a Deferred Sales Charge, the Trustee shall, on the
dates specified in and as permitted by the prospectus, withdraw from
the Income Account if such account is designated in the prospectus as
the source of the payments of the Deferred Sales Charge, or to the ex-
tent funds are not available in that account or if such account is not
so designated, from the Principal Account, an amount per Unit speci-
fied in the prospectus and credit such amount to a special, non-Trust
account maintained at the Trustee out of which the Deferred Sales
Charge will be distributed to the Depositor. If the Income Account is
not designated as the source of the Deferred Sales Charge payment or
if the balances in the Income and Principal Accounts are insufficient
to make any such withdrawal, the Trustee shall, as directed by the De-
positor, either advance funds, if so agreed to by the Trustee, in an
amount equal to the proposed withdrawal and be entitled to reimburse-
ment of such advance upon the deposit of additional monies in the In-
come Account or the Principal Account, sell Securities and credit the
proceeds thereof to such special Depositor's account or credit Securi-
ties in kind to such special Depositor's Account. Such directions
shall identify the Securities, if any, to be sold or distributed in
kind and shall contain, if the Trustee is directed by the Depositor to
sell a Security, instructions as to execution of such sales. If a
Unit Holder redeems Units prior to full payment of the Deferred Sales
Charge, the Trustee shall, if so provided in the prospectus, on the
Redemption Date, withhold from the Redemption Price
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payment to such Unit Holder an amount equal to the unpaid portion of the
Deferred Sales Charge and distribute such amount to such special
Depositor's account or, if the Depositor shall purchase such Unit
pursuant to the terms of Section 5.02 hereof, the Depositor shall pay
the Redemption Price for such Unit less the unpaid portion of the
Deferred Sales Charge. The Depositor may at any time instruct the
Trustee to dis-tribute to the Depositor cash or Securities previously
credited to the special Depositor's account.
L. The following new Section 3.15 is added:
Section 3.15. FOREIGN EXCHANGE TRANSACTIONS; RECLAIMING FOREIGN
TAXES. (a) For any Trust holding Securities denominated in a currency
other than U.S. dollars, the Depositor shall direct the Trustee with
respect to the circumstances under which foreign exchange transactions
are to be entered into and calculations under this Indenture are to be
made, in order to convert amounts receivable in respect of the Securi-
ties in foreign currencies into U.S. dollars.
(b) The Trustee shall take such reasonable action as the Deposi-
tor shall direct or, if not so directed, use reasonable efforts to re-
claim or recoup any amounts of non-U.S. tax paid by the Trust or with-
held from income received by the Trust to which the Trust may be enti-
tled as a refund.
M. The following paragraphs are inserted after the first para-
graph in Section 4.01:
"With respect to foreign securities, each security listed on
a securities exchange will be valued at the last closing
sale price on the relevant stock exchange or if no such
price exists at the closing offer price thereof.
If the Trust holds securities denominated in a currency
other than U.S. dollars, the evaluations shall be converted
to U.S. dollars based, during the initial offering period,
on the offering side of the relevant currency exchange rate,
and, subsequent to such period, on the bid side of the rele-
vant exchange rate, including the cost of a forward foreign
exchange contract in the relevant currency to correspond to the
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Trustee's settlement requirement for redemption requests
as quoted to the Trustee by one or more banks designated by
the Depositor, unless the Security is in the form of an
American depository share or receipt, in which case the
evaluations shall be based upon the U.S. dollar prices in
the market for American depository shares or receipts
(unless the Trustee deems such prices inappropriate as a ba-
sis for valuation)."
N. Reference to "Xxxx Xxxxxx Select Equity Trust" is replaced
by "Xxxxxx Xxxxxxx Xxxx Xxxxxx Select Equity Trust".
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated Xxxxxx Xxxxxxx Xxxx Xxxxxx Select
Equity Trust, Select Global 30 Portfolio 99-3(the "Select 30 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 24,390 for the Select 30 Trust.
E. A Unit is hereby declared initially equal to 1/24,390.
F. The term "In-Kind Distribution Date" shall mean
September 12, 2000.
G. The term "Record Dates" shall mean January 1, 2000,
and October 2, 2000 and such other date as the Depositor may direct.
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H. The term "Distribution Dates shall mean January 15, 2000,
and October 9, 2000 and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean October 2, 2000.
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 $0.72 per 100 Units.
L. For a Unit Holder to receive an "in-kind" distribution dur-
ing the life of the Trust, such Unit Holder must tender at least
25,000 Units for redemption. There is no minimum amount of Units that
a Unit Holder must tender in order to receive an "in-kind" distribu-
tion on the In-Kind Date or in connection with a rollover.
(Signatures and acknowledgments on separate pages)
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The Schedule of Portfolio Securities in the prospectus included
in this Registration Statement is hereby incorporated by reference herein
as Schedule A hereto.
