XXXX XXXXXX SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-5
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated September 2, 1997 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.
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, Select
5 Industrial Portfolio 97-5 (the "Select 5 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 25,000 for the Select 5 Trust.
E. A Unit is hereby declared initially equal to 1/25,000th for the
Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean
October 13, 1998.
G. The term "Record Dates" shall mean January 1, 1998,
April 1, 1998, July 1, 1998 and such other date as the Depositor
may direct.
H. The term "Distribution Dates" shall mean January 15, 1998,
April 15, 1998, July 15, 1998 and on or about November 9, 1998 and such
other date as the Depositor may direct.
I. The term "Termination Date" shall mean November 2, 1998.
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 $.95 per 100 Units if the greatest number of Units
outstanding during the period is 10,000,000 or more; $1.01 per 100 Units if
the greatest number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $1.07 per 100 Units if the greatest number of
Units outstanding during the period is 4,999,999 or less.
L. For a Unit Holder to receive "in_kind" distribution, such Unit
Holder must tender at least 2,500 Units for redemption, either during the
life of the Trust, or at its termination
M. Paragraph (b)(ii) of Section 9.03 is amended to provide that the
period during which the Trustee shall liquidate the Trust Securities shall
not exceed 14 business days commencing on the first business day following
the In Kind Date
(Signatures and acknowledgments on separate pages
The Schedule of Portfolio Securities in the prospectus included in
this Registration Statement is hereby incorporated by reference herein as
Schedule A hereto
