Exhibit 4.2
XXXXXX XXXXXXX XXXX XXXXXX SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO,
SELECT STRATEGY STOCKS - JUNE 1998
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated June 22, 1998 be-
tween XXXX XXXXXX XXXXXXXX INC., as Depositor, and The Chase Man-
xxxxxx 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,
July 18, 1995 and December 30, 1997 (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 incorpo-
rated 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 ex-
cept 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.
C. Article III, Section 3.01 shall be amended to add
", license fees of Standard & Poor's Corporation"
immediately prior to the words "and other out-of-
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pocket organizational expenses" in the first
sentence of such section.
D. Article VI, Section 6.05, shall be amended to
delete the clause beginning "if the Depositor" and
ending with, in the same sentence, "the Unit
Holders" and insert in place thereof "upon the
determination of the Depositor to remove the
Trustee for any reason, either with or without
cause, including but not limited to a
determination by the Depositor that the Trustee
has materially failed to perform its duties under
this Indenture and the interest of Unit Holders
has been substantially impaired as a result."
E. The Distribution Agency Agreement is amended to be
applicable to the Xxxx Xxxxxx Select Equity Trust,
Standard & Poor's Platinum Portfolio, Select
Strategy Stocks Series.
F. Reference to "Xxxx Xxxxxx Select Equity Trust" is
replaced by "Xxxxxx Xxxxxxx Xxxx Xxxxxx Select Eq
uity 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, Standard & Poor's
Platinum Portfolio, Select Strategy Stocks - June
1998 (the "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 Trust.
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E. A Unit is hereby declared initially equal to
1/25,000th for the Trust.
F. The term "In-Kind Distribution Date" shall mean
September 3, 1999.
G. The term "Record Dates" shall mean December 1, 1998
and September 24, 1999 and such other date as
the Depositor may direct.
H. The term "Distribution Dates" shall mean December
15, 1998 and on or about October 1, 1999 and such
other date as the Depositor may direct.
I. The term "Termination Date" shall mean September 24,
1999.
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 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. 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.
